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: June 29, 1999
(Date of earliest event reported)
Commission File No. 333-65481
Norwest Asset Securities Corporation
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Delaware 52-1972128
(State of Incorporation) (I.R.S. Employer Identification
No.)
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7485 New Horizon Way, Frederick, Maryland 21703
Address of principal executive offices (Zip Code)
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(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. Other Events
On June 29, 1999, Norwest Asset Securities Corporation, a Delaware corporation
(the "Registrant"), sold Mortgage Pass-Through Certificates, Series 1999-18,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-21, Class A-22, Class A-R, Class A-LR, Class B-1, Class B-2 and Class
B-3 (the "Offered Certificates"), having an aggregate original principal balance
of $842,790,200. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of June 29, 1999, among the Registrant, Norwest
Bank Minnesota, National Association, as master servicer (the "Master Servicer"
or "Norwest Bank"), United States Trust Company of New York, as trustee, and
First Union National Bank, as trust administrator (the "Agreement"), a copy of
which is filed as an exhibit hereto. Mortgage Pass-Through Certificates, Series
1999-18, Class A-PO Certificates, having an aggregate initial principal balance
of $1,328,709.03 and Class B-4, Class B-5 and Class B-6 Certificates, having an
aggregate initial principal balance of $5,950,848.07 (the "Private Class B
Certificates" and, together with the Class A-PO Certificates and the Offered
Certificates, the "Certificates"), were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 99.14% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates. Distributions on the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each Distribution
Date (as defined in the Agreement). Monthly distributions in reduction of the
principal balance of the Offered Certificates will be allocated to the Offered
Certificates in accordance with the priorities set forth in the Agreement.
Distributions of interest and in reduction of principal balance on any
Distribution Date will be made to the extent that the Pool Distribution Amount
is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for federal
income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-21, Class A-22, Class A-PO, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates and each component of the Class A-8
Certificates will be treated as "regular interests" in the Upper-Tier REMIC and
the Class A-R and Class A-LR Certificates will be treated as the "residual
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
(EX-4) Pooling and Servicing Agreement, dated
as of June 29, 1999, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association, United
States Trust Company of New York, as
trustee, and First Union National Bank,
as trust administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
June 29, 1999 /s/ Alan S. McKenney
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of June
29, 1999 among Norwest Asset
Securities Corporation,
Norwest Bank Minnesota,
National Association, United
States Trust Company of New
York, as trustee and First
Union National Bank, as trust
administrator.
<PAGE>
EXECUTION COPY
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of June 29, 1999
$850,069,757.10
Mortgage Pass-Through Certificates
Series 1999-18
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..................................................
Section 1.02 Acts of Holders..............................................
Section 1.03 Effect of Headings and Table of Contents.....................
Section 1.04 Benefits of Agreement........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by 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 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, Financial Security 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-12
Certificates..............................................
Section 4.08 Policy Matters...............................................
Section 4.09 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer............
Section 4.10 Determination of LIBOR.......................................
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 Financial
Security..................................................
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 and Components...............................
Section 11.05(a) Original Class A-21 Notional Amount and Original
Class A-8 IO Notional Amounts.............................
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 Financial Security Contact Person............................
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 Certificate
EXHIBIT A-18 - Form of Face of Class A-18 Certificate
EXHIBIT A-19 - Form of Face of Class A-19 Certificate
EXHIBIT A-20 - Form of Face of Class A-20 Certificate
EXHIBIT A-21 - Form of Face of Class A-21 Certificate
EXHIBIT A-22 - Form of Face of Class A-22 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-18 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage from
Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [A-9] [A-22] [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - The Policy
<PAGE>
This Pooling and Servicing Agreement, dated as of June 29, 1999
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: (a) For the Class A-5 Certificates, the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Principal Balances of the Class A-4 and Class A-8 Certificates have
been reduced to zero or (ii) the Cross-Over Date; (b) for the Class A-8 Accrual
Component, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balance of the Class A-4 Certificates
has been reduced to zero or (ii) the Cross-Over Date; (c) for the Class A-11
Certificates, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balance of the Class A-10 Certificates
has been reduced to zero or (ii) the Cross-Over Date; and (d) for the Class A-19
Certificates, the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balance of the Class A-18 Certificates
has been reduced to zero or (ii) the Cross-Over Date.
Accrual Certificates: The Class A-5, Class A-11 and Class A-19
Certificates.
Accrual Component: The Class A-8 Accrual Component.
Accrual Distribution Amount: As to any Distribution Date and each
Class of Accrual Certificates and the Accrual Component prior to the applicable
Accretion Termination Date, an amount with respect to such Class or Component
equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual
Certificates or Accrual Component of the Current Class A Interest Distribution
Amount and (ii) the Class A Interest Shortfall Percentage of such Class of
Accrual Certificates or Accrual Component of the amount distributed in respect
of the Classes of Class A Certificates pursuant to Paragraph second of Section
4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after
the applicable Accretion Termination Date for such Class or Component, zero.
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)(i) 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 (other than the Class A-8 Certificates)
and the Class A-8 Components.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
Agreement: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b)
hereof.
Authenticating Agent: Any authenticating agent appointed by the
Trust Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bank United Mortgage Loan Sale Agreement: The mortgage loan sale
agreement dated as of September 17, 1998 between Bank United, as seller, and
Norwest Funding, Inc., as purchaser.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$231,877.38 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-12 Certificates, without
giving effect to the guaranty provided by Financial Security) by either Rating
Agency minus (2) the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary. On and after the Cross-Over Date the Bankruptcy Loss Amount shall
be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-14 Certificates, Class A-16
Certificates, Class A-17 Certificates, Class A-18 Certificates and Class A-19
Certificates beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-20
Certificates, Class A-21 Certificates, Class A-22 Certificates, Class A-PO
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-5, Class A-8, Class A-11,
Class A-13, Class A-19, Class A-20, Class A-21 and Class A-PO Certificates), the
amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a)(i). As to the
Class A-8 Certificates, the sum of (a) with respect to the Accrual Component,
(i) as to any Distribution Date prior to the applicable Accretion Termination
Date, the amount distributable to the Class A-8 Certificates with respect to the
Accrual Component pursuant to the provisos in Paragraphs first and second of
Section 4.01(a)(i) and Paragraph third clause (A) of Section 4.01(a)(i) and (ii)
as to any Distribution Date on or after the applicable Accretion Termination
Date, the amount distributable to the Class A-8 Certificates with respect to the
Accrual Component pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i) and (b) with respect to each Class A-8 IO Component, the
amount distributable to the Class A-8 Certificates with respect to each Class
A-8 IO Component pursuant to Paragraphs first or second of Section 4.01(a)(i).
As to the Class A-5, Class A-11 and Class A-19 Certificates, (a) as to any
Distribution Date prior to the applicable Accretion Termination Date, the amount
distributable to such Class of Accrual Certificates pursuant to the provisos in
Paragraphs first and second of Section 4.01(a)(i) and Paragraph third clause (A)
of Section 4.01(a)(i) and (b) as to any Distribution Date on or after the
applicable Accretion Termination Date, the amount distributable to such Class of
Accrual Certificates pursuant to Paragraphs first, second and third clause (A)
of Section 4.01(a)(i). As to the Class A-21 Certificates, the amount
distributable to such Class pursuant to Paragraphs first and second of Section
4.01(a)(i). As to the Class A-13 and Class A-20 Certificates, the amount
distributable to such Class pursuant to Paragraph third clause (A) of Section
4.01(a)(i). As to any Distribution Date and the Class A-PO Certificates, the
amount distributable to the Class A-PO Certificates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a)(i) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-8 Certificates) and any
Class A-8 Component, the percentage calculated by dividing the Interest Accrual
Amount of such Class or Component (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)(i) including, in the case of each Class of
Accrual Certificates and Class A-8 Certificates with respect to their Accrual
Component prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.
As to any Distribution Date and Class A-8 Component, the product of
(a) the Class A Interest Shortfall Amount of the Class A-8 Certificates for such
Distribution Date and (b) a fraction, the numerator of which is the Interest
Accrual Amount for such Component and the denominator of which is the Interest
Accrual Amount for the Class A-8 Certificates.
Class A Interest Shortfall Distribution: As to any Distribution Date
and Class of Class A Certificates, the amount distributed in respect of such
Class pursuant to Paragraph second of Section 4.01(a)(i).
Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates (other than the Class A-8 Certificates) or
Class A-8 Component, the percentage calculated by dividing the Class A Unpaid
Interest Shortfall for such Class or Component by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Class A Certificates
(other than the Class A-5, Class A-8, Class A-11, Class A-19 and Class A-PO
Certificates); (ii) with respect to each Class of Accrual Certificates, the
lesser of the Principal Balance of such Class of Accrual Certificates and the
Original Principal Balance of such Class of Accrual Certificates; and (iii) with
respect to the Accrual Component, the lesser of the Principal Balance of such
Accrual Component and the Original Principal Balance of such Accrual Component.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-8, Class A-20 and Class A-PO
Certificates), the Class A-8 Accrual Component or any Class A-20 Component then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class or Component (or, in the case of a Class of Accrual Certificates or the
Accrual Component, the Original Principal Balance of such Class or Component, if
lower) by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates or Component not then
outstanding), in each case determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall, (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 Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph third clause (A) of Section 4.01(a)(i).
Class A 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 of any Distribution
Date, the sum of (i) the sum of the applicable Accrual Distribution Amounts, if
any, with respect to such Distribution Date and (ii) the Class A Non-PO
Principal Amount with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-5, Class A-9, Class
A-21, Class A-22, Class A-R and Class A-LR Certificates, the Class A Fixed
Pass-Through Rate. As to the Class A-1, Class A-2, Class A-3 and Class A-4
Certificates, 6.000% per annum. As to the Class A-10, Class A-11 Class A-17,
Class A-18 and Class A-19 Certificates, 6.750% per annum. As to the Class A-12
Certificates, 7.000% per annum. As to the Class A-16 Certificates, 6.625% per
annum. As to the Class A-6 Certificates, the Class A-6 Pass-Through Rate. As to
the Class A-7 Certificates, the Class A-7 Pass-Through Rate. As to the Class
A-14 Certificates, the Class A-14 Pass-Through Rate. As to the Class A-15
Certificates, the Class A-15 Pass-Through Rate. The Class A-13, Class A-20 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 June 2004, 100%. As to any Distribution Date
subsequent to June 2004 to and including the Distribution Date in June 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 June 2005 to and including the Distribution Date in June 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 June
2006 to and including the Distribution Date in June 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 June 2007 to and
including the Distribution Date in June 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 June 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 June 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 July
2004 and June 2005 (2) 35% of the Original Class B Principal Balance if such
Distribution Date occurs between and including July 2005 and June 2006, (3) 40%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including July 2006 and June 2007, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including July
2007 and June 2008, and (5) 50% of the Original Class B Principal Balance if
such Distribution Date occurs during or after July 2008. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-20
Certificates, Class A-22 Certificates, Class A-PO Certificates, Class A-R
Certificate and Class A-LR Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates (other than the Class A-8 Certificates) and
any Class A-8 Component, the amount, if any, by which the aggregate of the Class
A Interest Shortfall Amounts for such Class or Component for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class or
Component (or in the case of a Class of Accrual Certificates or Accrual
Component prior to the applicable Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (ii) of the
definition thereof) on prior Distribution Dates pursuant to Paragraph second of
Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-1 and
Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-2 and
Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-3 and
Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-4 and
Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-5 and
Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-6 and
Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-6 Pass-Through Rate: With respect to the Distribution Date
occurring in July 1999, 5.750% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trust Administrator on
the Rate Determination Date occurring in the second month preceding the month in
which such Distribution Date occurs in the manner specified in Section 4.10
hereof, equal to 0.850% plus LIBOR subject to a minimum rate of 0.850% and a
maximum rate of 9.000%.
Class A-7 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-7 and
Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-7 Pass-Through Rate: With respect to the Distribution Date
occurring in July 1999, 8.450% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trust Administrator on
the Rate Determination Date occurring in the second month preceding the month in
which such Distribution Date occurs in the manner specified in Section 4.10
hereof, equal to 21.190% minus the product of 2.600 and LIBOR subject to a
minimum rate of 0.000% and a maximum rate of 21.190%
Class A-8 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-8 and
Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Component: Any of the Class A-8 IO Components and the
Class A-8 Accrual Component.
Class A-8 IO Component: Any of the Class A-8A IO, Class A-8B IO,
Class A-8C IO and Class A-8D IO Components.
Class A-8 IO Notional Amount: Any of the Class A-8A IO Component,
Class A-8B IO Component, Class A-8C IO Component and Class A-8D IO Component
Notional Amounts.
Class A-8A IO Component Notional Amount: As to any Distribution
Date, an amount equal to the Principal Balance of the Class A-1 Certificates.
Class A-8B IO Component Notional Amount: As to any Distribution
Date, an amount equal to the Principal Balance of the Class A-2 Certificates.
Class A-8C IO Component Notional Amount: As to any Distribution
Date, an amount equal to the Principal Balance of the Class A-3 Certificates.
Class A-8D IO Component Notional Amount: As to any Distribution
Date, an amount equal to the Principal Balance of the Class A-4 Certificates.
Class A-8 Loss Amount: With respect to any Determination Date after
the Cross-Over Date, the amount, if any, by which the Principal Balance of the
Class A-8 Accrual Component would be reduced as a result of the application of
the third sentence of the definition of Principal Balance.
Class A-9 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-9 and
Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-9 Loss Allocation Amount: With respect to any Determination
Date after the Cross-Over Date the lesser of (a) the Principal Balance of the
Class A-9 Certificates with respect to such Determination Date prior to any
reduction for the Class A-9 Loss Allocation Amount and (b) the Class A-8 Loss
Amount.
Class A-9 Priority Amount: For any Distribution Date, the lesser of
(i) the Principal Balance of the Class A-9 Certificates and (ii) the product of
(A) the Class A Percentage and (B) the sum of (1) the product of (x) the Class
A-9 Priority Percentage and (y) the sum of (a) the product of the Group I
Scheduled Principal Amount and the Group I-1 Percentage and (b) the Group II
Scheduled Principal Amount and (2) the product of (x) the Class A-9 Priority
Percentage, (y) the Prepayment Shift Percentage and (z) the sum of (a) the
product of the Group I Unscheduled Principal Amount and the Group I-1 Percentage
and (b) the Group II Unscheduled Principal Amount.
Class A-9 Priority Percentage: (i) The Principal Balance of the
Class A-9 Certificates, divided by (ii) the sum of the Principal Balances of the
Group 1 Certificates.
Class A-10 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-10 and
Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-11 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-11 and
Exhibit C hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-12 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-12 and
Exhibit C hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-12 Distribution Deficiency: With respect to the Class A-12
Certificates on each Distribution Date, the sum of (i) the Class A-12 Interest
Loss Amount for such Distribution Date and (ii) the Class A-12 Principal Loss
Amount for such Distribution.
Class A-12 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount of the Class A-12
Certificates (determined without regard to clause (ii) of the definition
thereof), net of any Non-Supported Interest Shortfalls allocated to the Class
A-12 Certificates that are covered by the Reserve Fund over (ii) the amount
available to be distributed in respect of the Class A-12 Certificates on such
Distribution Date pursuant to Paragraph first of Section 4.01(a)(i).
Class A-12 Principal Loss Amount: As to any Distribution Date, the
sum of, without duplication, (i) the Class A Loss Percentage of the Class A-12
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-12 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-12 Certificates.
Class A-13 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-13 and
Exhibit C hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class A-14 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-14 and
Exhibit C hereto.
Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.
Class A-14 Pass-Through Rate: With respect to the Distribution Date
occurring in July 1999, 5.918% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trust Administrator on
the Rate Determination Date occurring in the second month preceding the month in
which such Distribution Date occurs in the manner specified in Section 4.10
hereof, equal to 1.000% plus LIBOR subject to a minimum rate of 1.000% and a
maximum rate of 8.500%.
Class A-15 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-15 and
Exhibit C hereto.
Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.
Class A-15 Pass-Through Rate: With respect to the Distribution Date
occurring in July 1999, 9.9591430000% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trust Administrator on
the Rate Determination Date occurring in the second month preceding the month in
which such Distribution Date occurs in the manner specified in Section 4.10
hereof, equal to 28.9285714286% minus the product of 3.8571428571 and LIBOR
subject to a minimum rate of 0.000% and a maximum rate of 28.9285714286%
Class A-16 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-16 and
Exhibit C hereto.
Class A-16 Certificateholder: The registered holder of a Class A-16
Certificate.
Class A-17 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-17 and
Exhibit C hereto.
Class A-17 Certificateholder: The registered holder of a Class A-17
Certificate.
Class A-18 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-18 and
Exhibit C hereto.
Class A-18 Certificateholder: The registered holder of a Class A-18
Certificate.
Class A-19 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-19 and
Exhibit C hereto.
Class A-19 Certificateholder: The registered holder of a Class A-19
Certificate.
Class A-19 Loss Amount: With respect to any Determination Date after
the Cross-Over Date, the amount, if any, by which the Principal Balance of the
Class A-19 Certificates would be reduced as a result of the application of the
third sentence of the definition of Principal Balance.
Class A-20 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-20 and
Exhibit C hereto.
Class A-20 Certificateholder: The registered holder of a Class A-20
Certificate.
Class A-20 Component: Either of the Class A-20A Component or the
Class A-20B Component.
Class A-21 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-21 and
Exhibit C hereto.
Class A-21 Certificateholder: The registered holder of a Class A-21
Certificate.
Class A-21 Interest Accrual Amount: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-21
Certificates and (B) the Class A-21 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-21 Certificates of (x)
any Non-Supported Interest Shortfall allocated to the Class A Certificates and
the Premium Payment, (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).
Class A-21 Notional Amount: As to any Distribution Date, an amount
equal to 1.9230769231% of the Principal Balance of the Class A-16 Certificates.
Class A-22 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-22 and
Exhibit C hereto.
Class A-22 Certificateholder: The registered holder of a Class A-22
Certificate.
Class A-22 Loss Allocation Amount: With respect to any Determination
Date after the Cross-Over Date the lesser of (a) the Principal Balance of the
Class A-22 Certificates with respect to such Determination Date prior to any
reduction for the Class A-22 Loss Allocation Amount and (b) the Class A-19 Loss
Amount.
Class A-22 Priority Amount: For any Distribution Date, the lesser of
(i) the Principal Balance of the Class A-22 Certificates and (ii) the product of
(A) the Class A Percentage and (B) the sum of (1) the product of (x) the Class
A-22 Priority Percentage and (y) the sum of (a) the product of the Group I
Scheduled Principal Amount and the Group I-2 Percentage and (b) the Group III
Scheduled Principal Amount and (2) the product of (x) the Class A-22 Priority
Percentage, (y) the Prepayment Shift Percentage and (z) the sum of (a) the
product of the Group I Unscheduled Principal Amount and the Group I-2 Percentage
and (b) the Group III Unscheduled Principal Amount.
Class A-22 Priority Percentage: (i) The Principal Balance of the
Class A-22 Certificates divided by (ii) the sum of the Principal Balances of the
Group 2 Certificates.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L10 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L12 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L14 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L16 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L20 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class
A-LR Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-PO and
Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the
Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant
to Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective
Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made
by the applicable Servicer, the Master Servicer or the Trust
Administrator in respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any Class
of Class B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class B-2 ,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: As to any Distribution Date, 6.500% per
annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased
by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased
by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased
by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased
by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased
by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased
by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which
such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
Component: Any Class A-8 Component or Class A-20 Component.
Component Rate: With respect to any Class A-8 IO Component, 0.500%
per annum and with respect to the Class A-8 Accrual Component, 6.500% per annum.
The Class A-20 Components are principal-only Components and have no Component
Rate.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or the Trustee, as the case may be, at which at any particular
time its corporate trust business shall be administered, which office, with
respect to the Trust Administrator, at the date of the execution of this
instrument is located at 230 South Tryon Street, Charlotte, North Carolina 28288
and with respect to the Trustee, at the date of execution of this instrument is
located at 114 West 47th Street, New York, New York 10036.
Corresponding Upper-Tier Class, Classes, Component or Components: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes, Component or Components, as follows:
Corresponding Upper-Tier Class, Classes,
Uncertificated Lower-Tier Interest Component or Components
---------------------------------- ----------------------------------------
Class A-L1 Interest Class A-1 Certificates and
Class A-8A IO Component
Class A-L2 Interest Class A-2 Certificates and
Class A-8B IO Component
Class A-L3 Interest Class A-3 Certificates and
Class A-8C IO Component
Class A-L4 Interest Class A-4 Certificates and
Class A-8D IO Component
Class A-L5 Interest Class A-5 Certificates,
Class A-9 Certificates
and Class A-22 Certificates
Class A-L6 Interest Class A-6 Certificates and
Class A-7 Certificates
Class A-L8 Interest Class A-8 Accrual Component
Class A-L10 Interest Class A-10 Certificates,
Class A-11 Certificates,
Class A-17 Certificates,
Class A-18 Certificates,
Class A-19 Certificates
Class A-L12 Interest Class A-12 Certificates and
Class A-13 Certificates
Class A-L14 Interest Class A-14 Certificates and
Class A-15 Certificates
Class A-L16 Interest Class A-16 Certificates and
Class A-21 Certificates
Class A-L20 Interest Class A-20 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
and the Premium Payment pursuant to Paragraph first of Section 4.01(a)(i) on
such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff and Phelps Credit Rating Co., or its successor in
interest.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-12 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 (other than the Class A-21 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-21 Certificates, the amount specified on the face
of such Certificate representing the portion of the Original Class A-21 Notional
Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 6.500%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Dual Collateral Pledge Agreement: As defined in the NOVUS Servicing
Agreement.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full
faith and credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating
of each Rating Agency, or such lower rating as would not
result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) (or,
in the case of the Class A-12 Certificates, without giving
effect to the guaranty provided by Financial Security) 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-12
Certificates, without giving effect to the guaranty provided
by Financial Security) 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-12
Certificates, without giving effect to the guaranty provided
by Financial Security) 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-12 Certificates, without giving effect to the
guaranty provided by Financial Security) 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-12 Certificates, without giving effect to
the guaranty provided by Financial Security) by either Rating
Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in locations other than Frederick, Maryland under the Norwest Servicing
Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced in Frederick, Maryland under the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-21, Class A-22, Class A-PO, Class A-R, Class A-LR, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates is July 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.
Financial Security: Financial Security Assurance Inc., a monoline
insurance company incorporated under the laws of the State of New York, or any
successor thereto.
Financial Security Contact Person: The officer designated by the
Master Servicer to provide information to Financial Security pursuant to Section
4.08(g). The initial Financial Security Contact Person is appointed in Section
11.27.
Financial Security Default: The existence and continuance of any of
the following:
(a) Financial Security fails to make a payment required under a
policy in accordance with its terms;
(b) Financial Security (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 Financial Security 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 Financial
Security (or the taking of possession of all or any material portion of
the property of Financial Security).
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.500%,
(b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 6.500%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $17,001,395.14 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.
Greenwich Capital: Greenwich Capital Markets, Inc., or its successor
in interest.
Group I-1 Percentage: With respect to any Distribution Date, (i)(A)
the product of (x) the sum of the Principal Balances of the Group 1 Certificates
divided by the Class A Non-PO Principal Balance and (y) the Class A Non-PO
Principal Amount less (B) the Group II Amount divided by (ii) the Group I
Amount, but will be neither greater than 100% nor less than 0%.
Group I-2 Percentage: Is the difference between 100% and the Group
I-1 Percentage.
Group I Amount: With respect to any Distribution Date, the Class A
Non-PO Principal Amount less the sum of the Group II Amount and the Group III
Amount.
Group I Mortgage Loans: All Mortgage Loans other than the Group II
and Group III Mortgage Loans.
Group I Scheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Group I Mortgage Loan, other
than a Liquidated Loan, with respect to which the related Mortgaged Property has
been acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of the amounts described in clauses y(i) and
y(iv) of the definition of Class A Non-PO Optimal Principal Amount, but without
such amounts being multiplied by the Class A Percentage.
Group I Unscheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Group I Mortgage Loan, other
than a Liquidated Loan, with respect to which the related Mortgaged Property has
been acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of the amounts described in clauses y(ii) and
y(iii) of the definition of Class A Non-PO Optimal Principal Amount, but without
such amounts being multiplied by the Class A Prepayment Percentage.
Group II Amount: With respect to any Distribution Date, the Class A
Non-PO Principal Amount multiplied by a fraction, the numerator of which is the
Group II Optimal Amount and the denominator of which is the Class A Non-PO
Optimal Principal Amount.
Group II Mortgage Loans: The two Mortgage Loans identified as Nos.
4906133 and 4944998 on the Mortgage Loan Schedule or any Substitute Mortgage
Loan for either of such Mortgage Loans.
Group II Optimal Amount: With respect to any Distribution Date, the
sum for each outstanding Group II Mortgage Loan (including each defaulted Group
II Mortgage Loan, other than a Liquidated Loan, with respect to which the
related Mortgaged Property has been acquired by the Trust Estate) of the product
of (A) the Non-PO Fraction for such Group II Mortgage Loan and (B) the sum of
the amounts described in clauses y(i) through y(iv) of the definition of Class A
Non-PO Optimal Principal Amount.
Group II Scheduled Principal Amount: The sum for each outstanding
Group II Mortgage Loan (including each defaulted Group II Mortgage Loan, other
than a Liquidated Loan, with respect to which the related Mortgaged Property has
been acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of the amounts described in clauses y(i) and
y(iv) of the definition of Class A Non-PO Optimal Principal Amount, but without
such amounts being multiplied by the Class A Percentage.
Group II Unscheduled Principal Amount: The sum for each outstanding
Group II Mortgage Loan (including each defaulted Group II Mortgage Loan, other
than a Liquidated Loan, with respect to which the related Mortgaged Property has
been acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of the amounts described in clauses y(ii) and
y(iii) of the definition of Class A Non-PO Optimal Principal Amount, but without
such amounts being multiplied by the Class A Prepayment Percentage.
Group III Amount: With respect to any Distribution Date, the Class A
Non-PO Principal Amount multiplied by a fraction, the numerator of which is the
Group III Optimal Amount and the denominator of which is the Class A Non-PO
Optimal Principal Amount.
Group III Mortgage Loans: The two Mortgage Loans identified as Nos.
4981400 and 4981357 on the Mortgage Loan Schedule or any Substitute Mortgage
Loan for either of such Mortgage Loans.
Group III Optimal Amount: With respect to any Distribution Date, the
sum for each outstanding Group III Mortgage Loan (including each defaulted Group
III Mortgage Loan, other than a Liquidated Loan, with respect to which the
related Mortgaged Property has been acquired by the Trust Estate) of the product
of (A) the Non-PO Fraction for such Group III Mortgage Loan and (B) the sum of
the amounts described in clauses y(i) through y(iv) of the definition of Class A
Non-PO Optimal Principal Amount.
Group III Scheduled Principal Amount: The sum for each outstanding
Group III Mortgage Loan (including each defaulted Group III Mortgage Loan, other
than a Liquidated Loan, with respect to which the related Mortgaged Property has
been acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of the amounts described in clauses y(i) and
y(iv) of the definition of Class A Non-PO Optimal Principal Amount, but without
such amounts being multiplied by the Class A Percentage.
Group III Unscheduled Principal Amount: The sum for each outstanding
Group III Mortgage Loan (including each defaulted Group III Mortgage Loan, other
than a Liquidated Loan, with respect to which the related Mortgaged Property has
been acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for
such Mortgage Loan and (B) the sum of the amounts described in clauses y(ii) and
y(iii) of the definition of Class A Non-PO Optimal Principal Amount, but without
such amounts being multiplied by the Class A Prepayment Percentage.
Group A Certificates: The Class A-16, Class A-17, Class A-18 and
Class A-19 Certificates.
Group B Certificates: The Class A-10, Class A-11, Class A-12 and
Class A-13, Class A-14 and Class A-15 Certificates.
Group 1 Certificates: The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-R and Class
A-LR Certificates.
Group 2 Certificates: The Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20 and Class A-22 Certificates.
Group A/A-20B Priority Amount: For any Distribution Date, the lesser
of (i) the sum of the Principal Balances of the Group A Certificates and the
Class A-20B Component and (ii) the product of (A) the Class A Percentage and (B)
the sum of (1) the product of (x) the Group A/A-20B Priority Percentage and (y)
the sum of (a) the product of the Group I Scheduled Principal Amount and the
Group I-2 Percentage and (b) the Group III Scheduled Principal Amount and (2)
the product of (x) the Group A/A-20B Priority Percentage, (y) the Prepayment
Shift Percentage and (z) the sum of (a) the product of the Group I Unscheduled
Principal Amount and the Group I-2 Percentage and (b) the Group III Unscheduled
Principal Amount.
Group A/A-20B Priority Percentage: (i) The sum of the Principal
Balances of the Group A Certificates and the Class A-20B Component divided by
(ii) the sum of the Principal Balances of the Group 2 Certificates.
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-12 Certificate: A Class A-12 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-8, Class A-13, Class A-20, Class
A-21 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 Interest
Accrual Amount for the Class A-8 Certificates will equal the sum of the Interest
Accrual Amounts for the Class A-8 IO Components and the Class A-8 Accrual
Component. As to any Distribution Date and the Class A-21 Certificates, the
Class A-21 Interest Accrual Amount. The Class A-13, Class A-20 and Class A-PO
Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class A-8 Component, (a) the
product of (i) 1/12th of the Component Rate for such Component and (ii) the
Principal Balance of such Component or, in the case of a Class A-8 IO Component,
the applicable Class A-8 IO Notional Amount, as of the Determination Date
preceding such Distribution Date minus (b) the Class A Interest Percentage of
such Component 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).
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month Eurodollar deposits, as
determined by the Trust Administrator on the related Rate Determination Date in
accordance with Section 4.10.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and Charlotte, North Carolina.
LIBOR Certificates: Any of the Class A-6, Class A-7, Class A-14 and
Class A-15 Certificates.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Living Holder: A Beneficial Owner of the Class A-12 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.
Lower-Tier Distribution Amount: As defined in Section 4.01(a).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the Rounding Account, the
insurance policies, if any, relating to a Mortgage Loan and property which
secured a Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure, and the rights of the Trust Administrator under the Policy.
None of the Reserve Fund, the Policy or the Policy Payment Account shall be part
of the Lower-Tier REMIC.
Master Servicer: Norwest Bank Minnesota, National Association, or
its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC Additional Collateral: As defined in the MLCC Servicing
Agreement.
MLCC Additional Collateral Mortgage Loans: As defined in the MLCC
Servicing Agreement.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Merrill Lynch Credit
Corporation, as seller, and Norwest Funding, Inc., as purchaser.
MLCC Servicing Agreement: The Servicing Agreement executed by
Merrill Lynch Credit Corporation, as Servicer.
MLCC Surety Bond: The Surety Bond, as defined in the MLCC Servicing
agreement.
Month End Interest: As defined in each Servicing Agreement or with
respect to the MLCC Servicing Agreement, the amount defined as "Compensating
Interest".
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage 100sm Pledge Agreement: As defined in the MLCC Servicing
Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of June 29, 1999 between Norwest Mortgage, as seller, and the
Seller, as purchaser.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage
Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trust Administrator on the Closing Date as part of the Trust Estate and
attached hereto as Exhibits F-1, F-2 and F-3, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Section 2.02 or 2.03 and which list shall set forth at a minimum the
following information of the close of business on the Cut-Off Date (or, with
respect to Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii)the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii)the Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(v) Fixed Retained Yield, if applicable; and
(vi) for each Exhibit F-3 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the Servicing Fee Rate, as set forth in Section 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.500%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or a
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates 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(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in
interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage
Loan Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for
the servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
Notice of Nonpayment: The notice to be delivered by the Trust
Administrator to Financial Security with respect to any Distribution Date as to
which there is a Class A-12 Distribution Deficiency, which shall be in the form
attached to the Policy.
NOVUS Additional Collateral: The Additional Collateral, as defined
in the NOVUS Servicing Agreement.
NOVUS Additional Collateral Mortgage Loans: The Additional
Collateral Mortgage Loans, as defined in the NOVUS Servicing Agreement.
NOVUS Servicing Agreement: The Servicing Agreement executed by
NOVUS, as Servicer.
NOVUS Surety Bond: The Surety Bond, as defined in the NOVUS
Servicing Agreement.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class
A-19, Class A-20, Class A-22, Class A-R and Class A-LR Certificates, as set
forth in Section 11.06.
Original Class A-8A IO Component Notional Amount: The Original Class
A-8A IO Component Notional Amount, as set forth in Section 11.05(a).
Original Class A-8B IO Component Notional Amount: The Original Class
A-8B IO Component Notional Amount, as set forth in Section 11.05(a).
Original Class A-8C IO Component Notional Amount: The Original Class
A-8C IO Component Notional Amount, as set forth in Section 11.05(a).
Original Class A-8D IO Component Notional Amount: The Original Class
A-8D IO Component Notional Amount, as set forth in Section 11.05(a).
Original Class A-21 Notional Amount: The Original Class A-21
Notional Amount, as set forth in Section 11.05(a).
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.19.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Principal Balances of the Class A-8 Accrual Component and the Class
A-20 Components as set forth in Section 11.05; the Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance or Original Class B-6 Principal Balance as set forth in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the
Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements or, in the case of each
Mortgage Loan serviced by Bank United or Merrill Lynch Credit Corporation, the
documents specified in the Bank United Mortgage Loan Sale Agreement and the MLCC
Mortgage Loan Purchase Agreement under their respective "Owner Mortgage Loan
File" definition or similar definition and/or other provisions requiring
delivery of specified documents to the owner of the Mortgage Loan in connection
with the purchase thereof, and any additional documents required to be added to
the Owner Mortgage Loan File pursuant to this Agreement.
Parent Power(R) Guaranty Agreement for Real Estate: As defined in
the MLCC Servicing Agreement.
Parent Power(R) Guaranty and Security Agreement for Security
Account: As defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the 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 Class A-12 or Class A-21 Certificates), the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the Original Principal Balance of such Class of Class A
Certificates. With respect to a Class A-12 Certificate, the undivided percentage
interest obtained by dividing the current principal balance evidenced by such
Certificate by the Principal Balance of such Class. With respect to a Class A-21
Certificate, the undivided percentage interest obtained by dividing the Original
Class A-21 Notional Amount evidenced by such Certificate by the Original Class
A-21 Notional Amount of such Class. 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 Financial Security Insurance Policy No.
50801-N, including any endorsements thereto, issued by Financial Security with
respect to the Class A-12 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 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 Principal Balance of the Class A-12 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 Lower-Tier 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 Financial Security on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
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 Financial Security
on prior Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of 6.500% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Prepayment Shift
Distribution Date Occurring In Percentage
- ------------------------------------------------ ----------------------------
July 1999 through June 2004.................... 0%
July 2004 through June 2005.................... 30%
July 2005 through June 2006.................... 40%
July 2006 through June 2007.................... 60%
July 2007 through June 2008.................... 80%
July 2008 and thereafter....................... 100%
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates (other than the Class A-8, Class A-20 and Class
A-21 Certificates), the Class A-8 Accrual Component and any Class A-20
Component, the Original Principal Balance of such Class or Component. As of any
subsequent Determination Date prior to the Cross-Over Date and as to any Class
of Class A Certificates (other than the Class A-8, Class A-20, Class A-21 and
Class A-PO Certificates), the Class A-8 Accrual Component and any Class A-20
Component, the Original Principal Balance of such Class or Component (increased
in the case of a Class of Accrual Certificates or the Accrual Component by the
Accrual Distribution Amounts with respect to prior Distribution Dates for such
Class of Accrual Certificates or Accrual Component) less the sum of (a) all
amounts previously distributed in respect of such Class or Component on prior
Distribution Dates (i) pursuant to Paragraph third clause (A) of Section
4.01(a)(i), (ii) as a result of a Principal Adjustment and (iii) if applicable,
from the Accrual Distribution Amounts for such prior Distribution Dates and (b)
the Realized Losses allocated through such Determination Date to such Class or
Component pursuant to Section 4.02(b). After the Cross-Over Date, each such
Principal Balance will also be reduced (a "Loss Reduction") on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class or Component 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; provided, however, that the amount of any such
Loss Reduction for the Class A-8 Certificates will be decreased by the Class A-9
Loss Allocation Amount and the amount of any such Loss Reduction for the Class
A-19 Certificates will be decreased by the Class A-22 Loss Allocation Amount.
After the Cross-Over Date, the Principal Balance for the Class A-9 Certificates
will additionally be reduced by the Class A-9 Loss Allocation Amount and the
Principal Balance for the Class A-22 Certificates will additionally be reduced
by the Class A-22 Loss Allocation Amount.
As of any Determination Date, the Principal Balance of the Class A-8
Certificates will equal the Principal Balance of the Class A-8 Accrual Component
and the Principal Balance of the Class A-20 Certificates will equal the sum of
the Principal Balances of the Class A-20 Components.
The Class A-21 Certificates are interest-only Certificates and have
no Principal Balance.
Each Class A-8 IO Component is an interest-only Component and has no
Principal Balance.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a)(i) and (b) the Realized Losses
allocated through such Determination Date to the Class A-PO Certificates
pursuant to Section 4.02(b). After the Cross-Over Date, such Principal Balance
will also be reduced on each Determination Date by an amount equal to the
difference, if any, between such Principal Balance as of such Determination Date
without regard to this sentence and the Adjusted Pool Amount (PO Portion) for
the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day prior to the beginning of
the month preceding the month in which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates and Class B-1
Certificates are DCR and S&P. The Rating Agency for the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates is DCR. If any such agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Seller, notice of
which designation shall be given to the Trustee, the Trust Administrator and the
Master Servicer. References herein to the highest short-term rating category of
a Rating Agency shall mean D-1+ in the case of DCR, A-1+ in the case of S&P and
in the case of any other Rating Agency shall mean its equivalent of such
ratings. References herein to the highest long-term rating categories of a
Rating Agency shall mean AAA, and in the case of any other Rating Agency shall
mean its equivalent of such rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Reference Banks: Initially, the Reference Banks shall be Deutsche
Bank International, Bank of America, FSB, Citibank, N.A. and the Fuji Bank,
Limited. If any of these banks are not available, the Trust Administrator shall
select from one of the following banks a substitute Reference Bank: Marine
Midland Bank, Westdeutsche Landesbank Grizozentrale, The Chase Manhattan Bank or
National Westminister Bank Plc. If any of these banks are not available, the
Trust Administrator shall in its discretion select another Reference Bank.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
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-12 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-12 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.
Schedule I PAC Certificates: The Class A-1, Class A-2 and Class A-3
Certificates.
Schedule I PAC Principal Amount: For any Distribution Date and the
Schedule I PAC Certificates, the amount, if any, that would reduce the sum of
the Principal Balances of such Classes to the percentage of their aggregate
initial Principal Balance for such Distribution Date shown in the Schedule I PAC
table under Section 4.01(b).
Schedule I Reduction Amount: For any Distribution Date and the Class
A-4 and Class A-5 Certificates and the Class A-8 Accrual Component, the amount,
if any, that would reduce the sum of the Principal Balances of such Classes and
Component to the percentage of their aggregate initial Principal Balance for
such Distribution Date shown in the Schedule I Reduction table under Section
4.01(b).
Schedule II PAC Certificates: The Class A-16 and Class A-17
Certificates.
Schedule II PAC Principal Amount: For any Distribution Date and the
Schedule II PAC Certificates, the amount, if any, that would reduce the sum of
the Principal Balances of such Classes to the percentage of their aggregate
initial Principal Balance for such Distribution Date shown in the Schedule II
PAC table under Section 4.01(b).
Schedule II Reduction Amount: For any Distribution Date and the
Class A-4 Certificates and Class A-8 Accrual Component, the amount, if any, that
would reduce the sum of Principal Balances of such Class and Component to the
percentage of their aggregate initial Principal Balance for such Distribution
Date shown in the Schedule II Reduction table under Section 4.01(b).
Schedule III Reduction Amount: For any Distribution Date and the
Class A-4 Certificates, the amount, if any, that would reduce the Principal
Balance of such Class to the percentage of its initial Principal Balance for
such Distribution Date shown in the Schedule III Reduction table under Section
4.01(b).
Schedule IV Reduction Amount: For any Distribution Date and the
Class A-10, Class A-11, Class A-12 and Class A-13 Certificates, the amount, if
any, that would reduce the sum of the Principal Balances of such Classes to the
percentage of their aggregate initial Principal Balance for such Distribution
Date shown in the Schedule IV Reduction table under Section 4.01(b).
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in
interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, Inc., Bank United, First Union
Mortgage Corporation, Countrywide Home Loans, Inc., SunTrust Mortgage, Inc.,
Merrill Lynch Credit Corporation, National City Mortgage Company, FT Mortgage
Companies, NOVUS Financial Corporation, Hibernia National Bank, The Huntington
Mortgage Company, HomeSide Lending, Plymouth Savings Bank and Chase Manhattan
Mortgage Corp. 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 $8,500,697.57 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and after
the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
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 Rounding Account, 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 a part of the Upper-Tier REMIC or Lower-Tier REMIC.
Trustee: United States Trust Company of New York, or any successor
trustee appointed as herein provided.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,
the Class A-L2 Interest, the Class A-L3 Interest, the Class A-L4 Interest, the
Class A-L5 Interest, the Class A-L6 Interest, the Class A-L8 Interest, the Class
A-L10 Interest, the Class A-L12 Interest, the Class A-L14 Interest, the Class
A-L16 Interest, the Class A-L20 Interest, the Class A-LPO Interest, the Class
A-LUR Interest, the Class B-LI Interest, the Class B-L2 Interest, the Class B-L3
Interest, the Class B-L4 Interest, the Class B-L5 Interest and the Class B-L6
Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-21 Certificates will
be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance; provided, however, that if the
Principal Balance of the Class A-8 Certificates has been reduced to zero and any
Class A-8 IO Notional Amount is greater than zero, the Class A-8 Certificates
will be entitled to 1% of the remaining Voting Interest, and each remaining
Class of Certificates will be entitled to a pro rata portion of the remaining
Voting Interest after taking into account the Voting Interest allocated to the
Class A-8 Certificates. 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 Financial
Security any benefit or any legal or equitable right, power, remedy or claim
under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each MLCC Additional Collateral Mortgage Loan, (e) all of the
Seller's right, title and interest in and to each Dual Collateral Pledge
Agreement with respect to each NOVUS Additional Collateral Mortgage Loan and (f)
proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by Norwest
Mortgage or the applicable Norwest Mortgage Correspondent to be a true and
complete copy of the document sent for recording, and the Seller shall use its
best efforts to cause each such original recorded document or certified copy
thereof to be delivered to the Trust Administrator promptly following its
recordation, but in no event later than one (1) year following the Closing Date.
The Seller shall also cause to be delivered to the Trust Administrator any other
original mortgage loan document to be included in the Owner Mortgage Loan File
if a copy thereof has been delivered. The Seller shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trust Administrator the assignment of the Mortgage Loan
from the Seller to the Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02 Acceptance by Trust Administrator.
The Trust Administrator, on behalf of the Trustee, acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments and other
documents required to be delivered on the Closing Date pursuant to Section 2.01
above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate, less any
Fixed Retained Yield, through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders, the Trust Administrator on behalf of the Trustee and the
Trustee on behalf of the Certificateholders. The failure of the Trust
Administrator to give any notice contemplated herein within forty-five (45) days
after the execution of this Agreement shall not affect or relieve the Seller's
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
Section 2.03 Representations and Warranties of the Master
Servicer and the Seller.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and
the Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates respecting
which such information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trust Administrator
or to the Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trust Administrator or
the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes no
representations), so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended and to the best of the Seller's knowledge, there is
no proceeding pending or threatened for the total or partial condemnation
of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii)Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements, pertaining to usury,
and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to the
use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan had
more than one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii)Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC insuring the originator, its
successors and assigns, as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan and subject only to (A)
the lien of current real property taxes and assessments not yet due and
payable, (B) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording
of such Mortgage acceptable to mortgage lending institutions in the area
in which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the related
Mortgage Loan, (C) liens created pursuant to any federal, state or local
law, regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties
are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of such mortgagee
title insurance policy, the assignment to the Trust Administrator, on
behalf of the Trustee, of the Seller's interest in such mortgagee title
insurance policy does not require any consent of or notification to the
insurer which has not been obtained or made, such mortgagee title
insurance policy is in full force and effect and will be in full force and
effect and inure to the benefit of the Trust Administrator, on behalf of
the Trustee, no claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the Seller,
has done, by act or omission, anything which would impair the coverage of
such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if
the Mortgaged Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if upon origination
of the Mortgage Loan, the improvements on the Mortgaged Property were in
an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in
such trust will not diminish any rights as a creditor including the right
to full title to the Mortgaged Property in the event foreclosure
proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and that such breach materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
60 days of the earlier of its discovery or its receipt of notice of any such
breach, the Seller shall cure such breach in all material respects or shall
either (i) repurchase the Mortgage Loan or any property acquired in respect
thereof from the Trust Estate at a price equal to (A) 100% of the unpaid
principal balance of such Mortgage Loan plus (B) accrued interest at the Net
Mortgage Interest Rate for such Mortgage Loan through the last day of the month
in which such repurchase took place or (ii) if within two years of the Startup
Day, or such other period permitted by the REMIC Provisions, substitute for such
Mortgage Loan in the manner described in Section 2.02. The purchase price of any
repurchase described in this paragraph and the Substitution Principal Amount, if
any, plus accrued interest thereon and the other amounts referred to in Section
2.02, shall be deposited in the Certificate Account. It is understood and agreed
that the obligation of the Seller to repurchase or substitute for any Mortgage
Loan or property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04 Execution and Delivery of Certificates.
The Trust Administrator acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, (i) acknowledges the issuance of and hereby
declares that it holds the Uncertificated Lower-Tier Interests on behalf of the
Upper-Tier REMIC and Certificateholders and (ii) has executed and delivered to
or upon the order of the Seller, in exchange for the Mortgage Loans and
Uncertificated Lower-Tier Interests together with all other assets included in
the definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
Lower-Tier Interests, evidence ownership of the entire Trust Estate.
Section 2.05 Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-8, Class A-R and Class A-LR Certificates), each Class
A-8 Component and the Classes of Class B Certificates as the "regular interests"
and the Class A-R Certificate as the "residual interest" in the Upper-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Seller hereby further designates the Class A-L1 Interest, Class A-L2 Interest,
Class A-L3 Interest, Class A-L4 Interest, Class A-L5 Interest, Class A-L6
Interest, Class A-L8 Interest, Class A-L10 Interest, Class A-L12 Interest, Class
A-L14 Interest, Class A-L16 Interest, Class A-L20 Interest, Class A-LPO
Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2 Interest, Class
B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest
as classes of "regular interests" and the Class A-LR Certificate as the single
class of "residual interest" in the Lower-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby
designated as the "Startup Day" of each of the Upper-Tier REMIC and Lower-Tier
REMIC within the meaning of Code Section 860G(a)(9). The "latest possible
maturity date" of the regular interests in the Upper-Tier REMIC and Lower-Tier
REMIC is July 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, any amounts received by it upon the
sale of any (A) MLCC Additional Collateral pursuant to the terms of the Mortgage
100SM Pledge Agreement, the Parent Power(R) Guaranty and Security Agreement for
Securities Account or the Parent Power(R) Guaranty Agreement for Real Estate or
(B) NOVUS Additional Collateral pursuant to the terms of the Dual Collateral
Pledge Agreement or any amounts received pursuant to the MLCC Surety Bond or the
NOVUS Surety Bond, and shall, in addition, deposit into the Certificate Account
the following amounts, in the case of amounts specified in clause (i), not later
than the Distribution Date on which such amounts are required to be distributed
to Certificateholders and, in the case of the amounts specified in clause (ii),
not later than the Business Day next following the day of receipt and posting by
the Master Servicer:
(i)Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02 Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or
any Servicer for Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03(a) or any Servicer pursuant
to any Servicing Agreement with respect to previous Distribution Dates,
such right to reimbursement pursuant to this subclause (i) being limited
to amounts received on or in respect of particular Mortgage Loans
(including, for this purpose, Liquidation Proceeds, REO Proceeds and
proceeds from the purchase, sale, repurchase or substitution of Mortgage
Loans pursuant to Sections 2.02, 2.03, 3.08 or 9.01) respecting which any
such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii)to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any payment to and withdrawal from the Certificate Account.
Section 3.03 Advances by Master Servicer and Trust
Administrator.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event Norwest
Mortgage fails to make any required Periodic Advances of principal and interest
on a Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder, including any amount the Master Servicer is
required to advance pursuant to the second sentence of this section 3.03(a) and
(iv) whether the Master Servicer has determined that it reasonably believes that
such Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the Trust
Administrator that such failure has occurred. Upon receipt of such
certification, the Trust Administrator shall advance such funds and take such
steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04 Trust Administrator to Cooperate; Release of Owner
Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of
a Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
Section 3.05 Reports to the Trustee and Trust Administrator;
Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the
Master Servicer shall deliver to the Trustee and the Trust Administrator a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date stating that all distributions required to be
made by the Master Servicer under this Agreement have been made (or, if any
required distribution has not been made by the Master Servicer, specifying the
nature and status thereof) and showing, for the period covered by such
statement, the aggregate amount of deposits into and withdrawals from such
account for each category of deposit and withdrawal specified in Sections 3.01
and 3.02. Such statement may be in the form of the then current FNMA monthly
accounting report for its Guaranteed Mortgage Pass-Through Program with
appropriate additions and changes, and shall also include information as to the
aggregate unpaid principal balance of all of the Mortgage Loans as of the close
of business as of the last day of the calendar month immediately preceding such
Distribution Date. Copies of such statement shall be provided by the Trust
Administrator to any Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the Master Servicer to the
Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
Section 3.06 Title, Management and Disposition of Any REO
Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07 Amendments to Servicing Agreements, Modification
of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the
Trust Administrator pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable Servicing Agreement, make
such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter
into an amendment to the Norwest Servicing Agreement for the purposes
described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08 Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's and the Trust Administrator's and the
Certificateholders' reliance on the Master Servicer, and in a manner consistent
with the terms and provisions of any insurance policy required to be maintained
by the Master Servicer or any Servicer pursuant to this Agreement or any
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trust Administrator or the Master
Servicer, such modification shall be construed as a substitution of the modified
Mortgage Loan for the Mortgage Loan originally deposited in the Trust Estate if
it would be a "significant modification" within the meaning of Section
1.860G-2(b) of the regulations of the U.S. Department of the Treasury. No
modification shall be approved unless (i) the modified Mortgage Loan would
qualify as a Substitute Mortgage Loan under Section 2.02 and (ii) with respect
to any modification that occurs more than three months after the Closing Date
and is not the result of a default or a reasonably foreseeable default under the
Mortgage Loan, there is delivered to the Trust Administrator an Opinion of
Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the
effect that such modification would not be treated as giving rise to a new debt
instrument for federal income tax purposes as described in the preceding
sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, Norwest Mortgage requests the Seller to repurchase and to sell to
Norwest Mortgage to facilitate the exercise of Norwest Mortgage's rights against
the originator or a prior holder of such Mortgage Loan. The purchase price for
any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate for
such Mortgage Loan, through the last day of the month in which such repurchase
occurs. Upon the receipt of such purchase price, the Master Servicer shall
provide to the Trust Administrator the certification required by Section 3.04
and the Trust Administrator and the Custodian, if any, shall promptly release to
the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall,
pursuant to the Servicing Agreements, object to the foreclosure upon, or other
related conversion of the ownership of, any Mortgaged Property by the related
Servicer if (i) the Master Servicer believes such Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances or
(ii) such Servicer does not agree to administer such Mortgaged Property, once
the related Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result in a federal tax being imposed upon the Trust Estate or the
Upper-Tier REMIC or Lower-Tier REMIC.
MLCC Additional Collateral and NOVUS Additional Collateral may be
liquidated and the proceeds applied to cover any shortfalls upon the liquidation
of a Mortgaged Property; provided, however, that the Trust Estate in no event
shall acquire ownership of either the MLCC Additional Collateral or the NOVUS
Additional Collateral unless the Trust Administrator shall have received an
Opinion of Counsel that such ownership shall not cause the Trust Estate to fail
to qualify as two separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) (without, in
the case of the Class A-12 Certificates, giving effect to the guaranty provided
by Financial Security) as a result of such agreement. Any such agreement may
contain provisions whereby such holder may instruct the Master Servicer to
instruct a Servicer to the extent provided in the applicable Servicing Agreement
to commence or delay foreclosure proceedings with respect to delinquent Mortgage
Loans and will contain provisions for the deposit of cash by the holder that
would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures.
Section 3.09 Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trust Administrator is obligated to make an advance pursuant to Section 3.03
and (ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator shall
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation,
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
such Servicing Agreement at the direction of the Master Servicer. In addition,
the Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorney's fees) arising out of, or assessed against the
Trustee in connection with the termination of the Norwest Servicing Agreement as
provided in the second preceding sentence. If the Trustee terminates such
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.
(a) (i) 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 Financial
Security, pro rata, based upon their respective Interest Accrual Amounts
and the Premium Payment, as the case may be, 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; provided that prior to the
applicable Accretion Termination Date, an amount equal to the amount that
would otherwise be distributable in respect of interest to each Class of
Accrual Certificates and the Accrual Component pursuant to this provisions
will instead be distributed in reduction of the Principal Balances of
certain Classes of Class A Certificates and the Accrual Component, in each
case in accordance with Section 4.01(b);
second, to the Classes of Class A Certificates and to Financial
Security, pro rata, based upon their respective Class A Unpaid Interest
Shortfalls and Premium Unpaid Shortfall, as the case may be, in an
aggregate amount up to the sum of the Aggregate Class A Unpaid Interest
Shortfall and Premium Unpaid Shortfall; provided that prior to the
applicable Accretion Termination Date, an amount equal to the amount that
would otherwise be distributable in respect of unpaid interest shortfalls
to each Class of Accrual Certificates and the Accrual Component pursuant
to this provision will instead be distributed in reduction of the
Principal Balances of certain Classes A Certificates and the Accrual
Component, in each case in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Classes of Class A Certificates
(other than the Class A-PO Certificates), in an aggregate amount up to the
Class A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b) or Section 4.01(c),
as applicable, and (B) to the Class A-PO Certificates in an amount up to
the Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth, below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such
Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder
of the Class A-LR Certificate, any amounts remaining in the Payment
Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class A-8, Class A-R or Class A-LR
Certificates) has been reduced to zero, or, in the case of the Class A-8
Certificates, after the latter to occur of (i) the Principal Balance of such
Class has been reduced to zero or (ii) each Class A-8 IO Notional Amount 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, Financial Security will not be entitled to its Premium
Payments and Premium Unpaid Shortfalls after the Principal Balance of the Class
A-12 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-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-21 and
Class A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class, Classes,
Component or Components as provided herein. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall receive distributions in respect of
interest equal to the Interest Accrual Amounts and distributions in respect of
Unpaid Interest Shortfalls, as the case may be, in respect of its Corresponding
Upper-Tier Class, Classes, Component or Components in each case to the extent
actually distributed thereon; provided that, in the case of the Class A-L5
Interest, the Class A-L8 Interest and Class A-L10 Interest, an amount equal to
the Interest Accrual Amounts and payments of Unpaid Interest Shortfalls added to
the Principal Balances of the Accrual Certificates and the Accrual Component
will be added to the Principal Balance of the Uncertificated Lower-Tier Interest
to which such Class of Accrual Certificates or the Accrual Component is a
Corresponding Upper-Tier Class, Classes, Component or Components. Such amounts
distributed to the Uncertificated Lower-Tier Interests in respect of principal
and interest with respect to any Distribution Date are referred to herein
collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class, Classes, Component or Components. The initial
principal balance of each Uncertificated Lower-Tier Interest equals the Original
Principal Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L2 Interest, Class A-L3 Interest, Class A-L4 Interest, Class A-L5 Interest,
Class A-L6 Interest, Class A-L8 Interest, Class A-LUR Interest, Class B-L1
Interest, Class BL-2 Interest, Class BL-3 Interest, Class BL-4 Interest, Class
BL-5 Interest and Class BL-6 Interest shall be 6.500% per annum. The
pass-through rate with respect to the Class A-L10 Interest, Class A-L14
Interest, and Class A-L16 Interest shall be 6.750% per annum. The pass-through
rate with respect to the Class A-L12 Interest shall be 6.690% per annum The
Class A-L20 and Class A-LPO Interests are principal-only interests and are not
entitled to distributions of interest. Any Non-Supported Interest Shortfalls
will be allocated to each Uncertificated Lower-Tier Interest in the same
relative proportions as interest is allocated to such Uncertificated Lower-Tier
Interest.
(b) The Class A-21 Certificates are interest-only Certificates and
are not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Cross-Over Date,
the Class A Non-PO Principal Distribution Amount will be allocated among and
distributed in reduction of the Principal Balances of the Class A Certificates
(other than the Class A-PO Certificates) in accordance with the following
priorities:
I. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class A-8 Accrual Component, the Accrual
Distribution Amount for the Class A-8 Accrual Component will be
allocated sequentially as follows:
first, to the Class A-4 Certificates, up to the Schedule III
Reduction Amount for such Distribution Date;
second, concurrently, 35% to the Class A-8 Accrual Component and 65%
to the Class A-4 Certificates, without regard to the Schedule III
Reduction Amount for such Distribution Date, until the Principal Balance
of either such Component or Class has been reduced to zero; and
third, to the Class A-8 Accrual Component, until the Principal
Balance thereof has been reduced to zero;
II. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class A-5 Certificates, the Accrual Distribution
Amount for the Class A-5 Certificates will be allocated, after the
allocation of the Accrual Distribution Amount for the Class
A-8 Accrual Component, sequentially as follows:
first, sequentially, up to the Schedule II Reduction Amount for such
Distribution Date, as follows:
(i) to the Class A-4 Certificates, up to the Schedule III
Reduction Amount for such Distribution Date;
(ii) concurrently, 35% to the Class A-8 Accrual Component and
65% to the Class A-4 Certificates, without regard to the Schedule III
Reduction Amount for such Distribution Date, until the Principal Balance
of either such Component or Class has been reduced to zero;
(iii) to the Class A-8 Accrual Component, until the Principal
Balance thereof has been reduced to zero; and
(iv) to the Class A-4 Certificates, without regard to the
Schedule III Reduction Amount for such Distribution Date, until the
Principal Balance thereof has been reduced to zero; and
second, to the Class A-5 Certificates, until the Principal Balance
thereof has been reduced to zero;
III. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class A-11 Certificates, the Accrual Distribution
Amount for the Class A-11 Certificates will be allocated sequentially to
the Class A-10 and Class A-11 Certificates, in that order, until the
Principal Balance of each Class has been reduced to zero;
IV. On each Distribution Date occurring prior to the Accretion
Termination Date for the Class A-19 Certificates, the Accrual Distribution
Amount for the Class A-19 Certificates will be allocated sequentially to
the Class A-18 and Class A-19 Certificates, in that order, until the
Principal Balance of each such Class has been reduced to zero;
V. The Class A Non-PO Principal Amount will be allocated
concurrently as follows:
A. the sum of (i) the Group I-1 Percentage of the Group I Amount
and (ii) the Group II Amount, sequentially, as follows:
first, to the Class A-9 Certificates, up to the Class A-9 Priority
Amount for such Distribution Date;
second, concurrently, to the Class A-R and Class A-LR Certificates,
pro rata, until the Principal Balance of each such Class has been reduced
to zero;
third, sequentially, to the Class A-1, Class A-2 and Class A-3
Certificates, in that order, up to the Schedule I PAC Principal Amount for
such Distribution Date, until the Principal Balance of each such Class has
been reduced to zero;
fourth, sequentially, up to the Schedule I Reduction Amount for such
Distribution Date, as follows:
(i) sequentially, up to the Schedule II Reduction Amount for
such Distribution Date, as follows:
(a) to the Class A-4 Certificates, up to the Schedule
III Reduction Amount for such Distribution Date;
(b) concurrently, 35% to the Class A-8 Accrual
Component and 65% to the Class A-4 Certificates, without
regard to the Schedule III Reduction Amount for such
Distribution Date, until the Principal Balance of either such
Component or Class has been reduced to zero;
(c) to the Class A-8 Accrual Component, until the
Principal Balance thereof has been reduced to zero; and
(d) to the Class A-4 Certificates, without regard to
the Schedule III Reduction Amount for such Distribution Date,
until the Principal Balance thereof has been reduced to zero;
(ii) to the Class A-5 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(iii) sequentially, without regard to the Schedule II
Reduction Amount for such Distribution Date, as follows:
(a) to the Class A-4 Certificates, up to the Schedule
III Reduction Amount for such Distribution Date;
(b) concurrently, 35% to the Class A-8 Accrual
Component and 65% to the Class A-4 Certificate, without regard
to the Schedule III Reduction Amount for such Distribution
Date, until the Principal Balance of either such Component or
Class has been reduced to zero;
(c) to the Class A-8 Accrual Component, until the
Principal Balance thereof has been reduced to zero; and
(d) to the Class A-4 Certificates, without regard to
the Schedule III Reduction Amount for such Distribution Date,
until the Principal Balance thereof has been reduced to zero;
fifth, concurrently, to the Class A-6 and Class A-7 Certificates,
pro rata, until the Principal Balance of each such Class has been reduced
to zero;
sixth, sequentially, without regard to the Schedule I Reduction
Amount for such Distribution Date, as follows:
(i) sequentially, up to the Schedule II Reduction Amount for
such Distribution Date, as follows:
(a) to the Class A-4 Certificates, up to the Schedule
III Reduction Amount for such Distribution Date;
(b) concurrently, 35% to the Class A-8 Accrual
Component and 65% to the Class A-4 Certificates, without
regard to the Schedule III Reduction Amount for such
Distribution Date, until the Principal Balance of either such
Component or Class has been reduced to zero;
(c) to the Class A-8 Accrual Component, until the
Principal Balance thereof has been reduced to zero; and
(d) to the Class A-4 Certificates, without regard to
the Schedule III Reduction Amount for such Distribution Date,
until the Principal Balance thereof has been reduced to zero;
(ii) to the Class A-5 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(iii) sequentially, without regard to the Schedule II
Reduction Amount for such Distribution Date, as follows:
(a) to the Class A-4 Certificates, up to the Schedule
III Reduction Amount for such Distribution Date;
(b) concurrently, 35% to the Class A-8 Accrual
Component and 65% to the Class A-4 Certificates, without
regard to the Schedule III Reduction Amount for such
Distribution Date, until the Principal Balance of either such
Component or Class has been reduced to zero;
(c) to the Class A-8 Accrual Component, until the
Principal Balance thereof has been reduced to zero; and
(d) to the Class A-4 Certificates, without regard to
the Schedule III Reduction Amount for such Distribution Date,
until the Principal Balance thereof has been reduced to zero;
seventh, sequentially, to the Class A-1, Class A-2 and Class A-3
Certificates, in that order, without regard to the Schedule I PAC
Principal Amount for such Distribution Date, until the Principal Balance
of each such Class has been reduced to zero;
eighth, to the Class A-9 Certificates, without regard to the Class
A-9 Priority Amount for such Distribution Date, until the Principal
Balance thereof has been reduced to zero; and
ninth, to the Group 2 Certificates in accordance with the
priorities set forth in clause B below; and
B. the sum of (i) the Group I-2 Percentage of the Group I Amount
and (ii) the Group III Amount, sequentially, as follows:
first, concurrently, to the Group A Certificates and the Class A-20B
Component, pro rata, up to the Group A/A-20B Priority Amount for such
Distribution Date, as follows:
(i) to the Group A Certificates, sequentially, as follows:
(a) sequentially, to the Class A-16 and Class A-17
Certificates, in that order, up to the Schedule II PAC
Principal Amount for such Distribution Date, until the
Principal Balance of each such Class has been reduced to zero;
(b) sequentially, to the Class A-18 and Class A-19
Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero; and
(c) sequentially, to the Class A-16 and Class A-17
Certificates, in that order, without regard to the Schedule II
PAC Principal Amount for such Distribution Date, until the
Principal Balance of each such Class has been reduced zero;
and
(ii) to the Class A-20B Component, until the Principal Balance
thereof has been reduced to zero;
second, to the Class A-22 Certificates, up to the Class A-22
Priority Amount for such Distribution Date;
third, concurrently, to the Group B Certificates and the Class A-20A
Component, pro rata, as follows:
(i) to the Group B Certificates, sequentially, as follows:
(a) sequentially, up the Schedule IV Reduction Amount
for such Distribution Date, as follows:
(1) on each Distribution Date on and after the
Distribution Date in July 2002, concurrently, to the
Class A-12 and Class A-13 Certificates, pro rata, based
on their respective Original Principal Balances, up to
$25,179.00 for such Distribution Date, until the
Principal Balance of each such Class has been reduced to
zero;
(2) sequentially, to the Class A-10 and Class A-11
Certificates, in that order, until the Principal Balance
of each such Class has been reduced to zero;
(3) concurrently, to the Class A-12 and Class A-13
Certificates, pro rata, based on their respective
Original Principal Balances, until the Principal Balance
of each such Class has been reduced to zero;
(b) concurrently, to the Class A-14 and Class A-15
Certificates, pro rata, until the Principal Balance of each
such Class has been reduced to zero;
(c) sequentially, without regard to the Schedule IV
Reduction Amount for such Distribution Date, as follows:
(1) on each Distribution Date on and after the
Distribution Date in July 2002, concurrently, to the
Class A-12 and Class A-13 Certificates, pro rata, based
on their respective Original Principal Balances, up to
$25,179.00 for such Distribution Date (including any
distributions made pursuant to this priority and all
prior priorities to such Classes on such Distribution
Date), until the Principal Balance of each such Class
has been reduced to zero;
(2) sequentially, to the Class A-10 and Class A-11
Certificates, in that order, until the Principal Balance
of each such Class has been reduced to zero; and
(3) concurrently, to the Class A-12 and Class A-13
Certificates, pro rata, based on their respective
Original Principal Balances, until the Principal Balance
of each such Class has been reduced to zero; and
(ii) to the Class A-20A Component, until the Principal
Balance thereof has been reduced to zero;
fourth, concurrently, to the Group A Certificates and the Class
A-20B Component, pro rata, without regard to the Group A/A-20B Priority
Amount for such Distribution Date, as follows:
(i) to the Group A Certificates, sequentially, as follows:
(a) sequentially, to the Class A-16 and Class A-17
Certificates, in that order, up to the Schedule II PAC
Principal Amount for such Distribution Date, until the
Principal Balance of each such Class has been reduced to zero;
(b) sequentially, to the Class A-18 and Class A-19
Certificates, in that order, until the Principal Balance of
each such Class has been reduced to zero; and
(c) sequentially, to the Class A-16 and Class A-17
Certificates, in that order, without regard to the Schedule II
PAC Principal Amount for such Distribution Date, until the
Principal Balance of each such Class has been reduced to zero;
and
(ii) to the Class A-20B Component, until the Principal Balance
thereof has been reduced to zero;
fifth, to the Class A-22 Certificates, without regard to the Class
A-22 Priority Amount for such Distribution Date, until the Principal
Balance thereof has been reduced to zero; and
sixth, to the Group 1 Certificates in accordance with the priorities
set forth in clause A above.
The following tables set forth for each Distribution Date the
planned Principal Balances and the scheduled Principal Balances, expressed as a
percentage of the initial Principal Balance or aggregate initial Principal
Balance of the applicable Class, Classes or Component.
<PAGE>
<TABLE>
PLANNED PRINCIPAL BALANCES
SCHEDULE I PAC
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1999........... 99.67376527% May 2002............ 65.66088210% March 2005.......... 23.83137277%
August 1999......... 99.30398462 June 2002........... 64.31959458 April 2005.......... 22.71914703
September 1999...... 98.89091460 July 2002........... 62.98514408 May 2005............ 21.61261426
October 1999........ 98.43467774 August 2002......... 61.65749599 June 2005........... 20.51174535
November 1999....... 97.93541896 September 2002...... 60.33661589 July 2005........... 19.42151680
December 1999....... 97.39330558 October 2002........ 59.02246954 August 2005......... 18.33686275
January 2000........ 96.80852718 November 2002....... 57.71502289 September 2005...... 17.26293963
February 2000....... 96.18129558 December 2002....... 56.41424206 October 2005........ 16.22360021
March 2000.......... 95.51184473 January 2003........ 55.12009334 November 2005....... 15.21777920
April 2000.......... 94.80043056 February 2003....... 53.83254323 December 2005....... 14.24444347
May 2000............ 94.04733087 March 2003.......... 52.55155836 January 2006........ 13.30259108
June 2000........... 93.25284517 April 2003.......... 51.27710558 February 2006....... 12.39125034
July 2000........... 92.41729449 May 2003............ 50.00915188 March 2006.......... 11.50947895
August 2000......... 91.54102119 June 2003........... 48.74766444 April 2006.......... 10.65636307
September 2000...... 90.62438876 July 2003........... 47.49261063 May 2006............ 9.83101647
October 2000........ 89.66778155 August 2003......... 46.24395796 June 2006........... 9.03257975
November 2000....... 88.67160457 September 2003...... 45.00167413 July 2006........... 8.30480786
December 2000....... 87.63628316 October 2003........ 43.76572700 August 2006......... 7.60086865
January 2001........ 86.56226276 November 2003....... 42.53608462 September 2006...... 6.92001202
February 2001....... 85.45000856 December 2003....... 41.31271519 October 2006........ 6.26151091
March 2001.......... 84.30000522 January 2004........ 40.09558708 November 2006....... 5.62466059
April 2001.......... 83.11275647 February 2004....... 38.88466883 December 2006....... 5.00877803
May 2001............ 81.88911073 March 2004.......... 37.67992915 January 2007........ 4.41320119
June 2001........... 80.62960321 April 2004.......... 36.48133691 February 2007....... 3.83728841
July 2001........... 79.33478698 May 2004............ 35.28886116 March 2007.......... 3.28041779
August 2001......... 78.00523258 June 2004........... 34.10247108 April 2007.......... 2.74198660
September 2001...... 76.64152758 July 2004........... 32.93767226 May 2007............ 2.22141067
October 2001........ 75.24427618 August 2004......... 31.77883554 June 2007........... 1.71812387
November 2001....... 73.85414527 September 2004...... 30.62593039 July 2007........... 1.26696121
December 2001....... 72.47109875 October 2004........ 29.47892644 August 2007......... 0.83044451
January 2002........ 71.09510072 November 2004....... 28.33779349 September 2007...... 0.40810927
February 2002....... 69.72611548 December 2004....... 27.20250146 October 2007
March 2002.......... 68.36410748 January 2005........ 26.07302047 and thereafter.... 0.00000000
April 2002.......... 67.00904141 February 2005....... 24.94932077
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
SCHEDULE II PAC
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1999........... 99.84325982% November 2004....... 86.20875238% March 2010.......... 35.20694375%
August 1999......... 99.68558250 December 2004....... 85.70357519 April 2010.......... 34.28265501
September 1999...... 99.52696269 January 2005........ 85.19816641 May 2010............ 33.36290737
October 1999........ 99.36739493 February 2005....... 84.69252192 June 2010........... 32.44767729
November 1999....... 99.20687368 March 2005.......... 84.18663759 July 2010........... 31.53694137
December 1999....... 99.04539334 April 2005.......... 83.68050928 August 2010......... 30.63067633
January 2000........ 98.88294826 May 2005............ 83.17413283 September 2010...... 29.72885898
February 2000....... 98.71953274 June 2005........... 82.66750407 October 2010........ 28.83146627
March 2000.......... 98.55514102 July 2005........... 82.07039732 November 2010....... 27.93847529
April 2000.......... 98.38976733 August 2005......... 81.47359871 December 2010....... 27.04986320
May 2000............ 98.22340583 September 2005...... 80.87710400 January 2011........ 26.16560732
June 2000........... 98.05605063 October 2005........ 80.28090897 February 2011....... 25.28568506
July 2000........... 97.88769585 November 2005....... 79.68500937 March 2011.......... 24.41997703
August 2000......... 97.71833551 December 2005....... 79.08940095 April 2011.......... 23.57513895
September 2000...... 97.54796364 January 2006........ 78.49407946 May 2011............ 22.75067721
October 2000........ 97.37657420 February 2006....... 77.89904064 June 2011........... 21.94610973
November 2000....... 97.20416114 March 2006.......... 77.30428024 July 2011........... 21.16096567
December 2000....... 97.03071835 April 2006.......... 76.70979397 August 2011......... 20.39478521
January 2001........ 96.85623969 May 2006............ 76.11557757 September 2011...... 19.64711927
February 2001....... 96.68071898 June 2006........... 75.52162675 October 2011........ 18.91752926
March 2001.......... 96.50415200 July 2006........... 74.75485864 November 2011....... 18.20558683
April 2001.......... 96.32653382 August 2006......... 73.98974861 December 2011....... 17.51087367
May 2001............ 96.14786438 September 2006...... 73.22628951 January 2012........ 16.83298123
June 2001........... 95.96813643 October 2006........ 72.46447421 February 2012....... 16.17151052
July 2001........... 95.78734273 November 2006....... 71.70429558 March 2012.......... 15.52607190
August 2001......... 95.60547603 December 2006....... 70.94574652 April 2012.......... 14.89628482
September 2001...... 95.42252911 January 2007........ 70.18881994 May 2012............ 14.28177766
October 2001........ 95.23849473 February 2007....... 69.43350877 June 2012........... 13.68218750
November 2001....... 95.05336081 March 2007.......... 68.67980596 July 2012........... 13.09715990
December 2001....... 94.86712078 April 2007.......... 67.92770446 August 2012......... 12.52634874
January 2002........ 94.67976801 May 2007............ 67.17719724 September 2012...... 11.96941599
February 2002....... 94.49129588 June 2007........... 66.42827731 October 2012........ 11.42603156
March 2002.......... 94.30169767 July 2007........... 65.51722320 November 2012....... 10.89587309
April 2002.......... 94.11096665 August 2007......... 64.60944932 December 2012....... 10.37862578
May 2002............ 93.91909607 September 2007...... 63.70494132 January 20l3........ 9.87398219
June 2002........... 93.72607910 October 2007........ 62.80368487 February 2013....... 9.38164213
July 2002........... 93.53190888 November 2007....... 61.90566575 March 2013.......... 8.90131243
August 2002......... 93.33657854 December 2007....... 61.01086977 April 2013.......... 8.43270679
September 2002...... 93.14008112 January 2008........ 60.11928278 May 2013............ 7.97554565
October 2002........ 92.94240966 February 2008....... 59.23089072 June 2013........... 7.52955600
November 2002....... 92.74355713 March 2008.......... 58.34567956 July 2013........... 7.09447126
December 2002....... 92.54351647 April 2008.......... 57.46363535 August 2013......... 6.67003110
January 2003........ 92.34228058 May 2008............ 56.58474417 September 2013...... 6.25598150
February 2003....... 92.13984232 June 2008........... 55.70899218 October 2013........ 5.85207362
March 2003.......... 91.93619450 July 2008........... 54.68368393 November 2013....... 5.45806566
April 2003.......... 91.73132988 August 2008......... 53.66343998 December 2013....... 5.07372073
May 2003............ 91.52524119 September 2008...... 52.64823411 January 2014........ 4.69880768
June 2003........... 91.31792112 October 2008........ 51.63804024 February 2014....... 4.33310082
July 2003........... 91.10936229 November 2008....... 50.63283242 March 2014.......... 3.97637977
August 2003......... 90.89955731 December 2008....... 49.63258483 April 2014.......... 3.62842933
September 2003...... 90.68849872 January 2009........ 48.63727179 May 2014............ 3.28903938
October 2003........ 90.47617904 February 2009....... 47.64686775 June 2014........... 2.95800473
November 2003....... 90.26259071 March 2009.......... 46.66134728 July 2014........... 2.63512503
December 2003....... 90.04772616 April 2009.......... 45.68068510 August 2014......... 2.32020467
January 2004........ 89.83157775 May 2009............ 44.70485604 September 2014...... 2.01305263
February 2004....... 89.61413781 June 2009........... 43.73383508 October 2014........ 1.71348240
March 2004.......... 89.39539862 July 2009........... 42.76759731 November 2014....... 1.42131188
April 2004.......... 89.17535240 August 2009......... 41.80611796 December 2014....... 1.13636325
May 2004............ 88.95399135 September 2009...... 40.84937239 January 2015........ 0.85846290
June 2004........... 88.73130760 October 2009........ 39.89733606 February 2015....... 0.58744130
July 2004........... 88.22722709 November 2009....... 38.94998459 March 2015.......... 0.32313296
August 2004......... 87.72293536 December 2009....... 38.00729370 April 2015.......... 0.06537625
September 2004...... 87.21842838 January 2010........ 37.06923926 May 2015
October 2004........ 86.71370208 February 2010....... 36.13579725 and thereafter.... 0.00000000
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
SCHEDULE I REDUCTION
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1999........... 99.80326434% June 2003........... 49.23843694% May 2007............ 25.23315074%
August 1999......... 99.54198350 July 2003........... 48.34958068 June 2007........... 24.79277992
September 1999...... 99.21631908 August 2003......... 47.48606346 July 2007........... 24.34117114
October 1999........ 98.82655613 September 2003...... 46.64744286 August 2007......... 23.89047062
November 1999....... 98.37310361 October 2003........ 45.83328343 September 2007...... 23.44086695
December 1999....... 97.85649452 November 2003....... 45.04315660 October 2007........ 22.99211270
January 2000........ 97.27738574 December 2003....... 44.27664056 November 2007....... 22.20405290
February 2000....... 96.63655748 January 2004........ 43.53332017 December 2007....... 21.42871210
March 2000.......... 95.93491255 February 2004....... 42.81278683 January 2008........ 20.66589078
April 2000.......... 95.17347513 March 2004.......... 42.11463843 February 2008....... 19.91539251
May 2000............ 94.35338938 April 2004.......... 41.43847918 March 2008.......... 19.17702390
June 2000........... 93.47591766 May 2004............ 40.78391959 April 2008.......... 18.45059450
July 2000........... 92.54243840 June 2004........... 40.15057633 May 2008............ 17.73591684
August 2000......... 91.55444370 July 2004........... 39.56354884 June 2008........... 17.03280633
September 2000...... 90.51353663 August 2004......... 38.99677286 July 2008........... 16.35763259
October 2000........ 89.42142817 September 2004...... 38.44988374 August 2008......... 15.69316309
November 2000....... 88.27993389 October 2004........ 37.92252267 September 2008...... 15.03923246
December 2000....... 87.09097034 November 2004....... 37.41433649 October 2008........ 14.39567784
January 2001........ 85.85655110 December 2004....... 36.92497769 November 2008....... 13.76233885
February 2001....... 84.57878264 January 2005........ 36.45410429 December 2008....... 13.13905755
March 2001.......... 83.25985981 February 2005....... 36.00137976 January 2009........ 12.52567841
April 2001.......... 81.90206121 March 2005.......... 35.56647294 February 2009....... 11.92204828
May 2001............ 80.50821676 April 2005.......... 35.14905792 March 2009.......... 11.32801632
June 2001........... 79.08072961 May 2005............ 34.74881404 April 2009.......... 10.74343401
July 2001........... 77.62207089 June 2005........... 34.36542574 May 2009............ 10.16815508
August 2001......... 76.13477422 July 2005........... 34.00635630 June 2009........... 9.60203550
September 2001...... 74.62142996 August 2005......... 33.66339478 July 2009........... 9.04493342
October 2001........ 73.08467933 September 2005...... 33.33176662 August 2009......... 8.49670919
November 2001....... 71.58437676 October 2005........ 32.99056595 September 2009...... 7.95722524
December 2001....... 70.11990567 November 2005....... 32.64039777 October 2009........ 7.42634613
January 2002........ 68.69065906 December 2005....... 32.28184414 November 2009....... 6.90393847
February 2002....... 67.29603945 January 2006........ 31.91546492 December 2009....... 6.38987093
March 2002.......... 65.93545869 February 2006....... 31.54179847 January 2010........ 5.88401415
April 2002.......... 64.60833781 March 2006.......... 31.16136242 February 2010....... 5.38624077
May 2002............ 63.31410689 April 2006.......... 30.77465430 March 2010.......... 4.89642536
June 2002........... 62.05220496 May 2006............ 30.38215224 April 2010.......... 4.41444442
July 2002........... 60.82207980 June 2006........... 29.98431560 May 2010............ 3.94017631
August 2002......... 59.62318785 July 2006........... 29.56523700 June 2010........... 3.47350127
September 2002...... 58.45499407 August 2006......... 29.14253274 July 2010........... 3.01430135
October 2002........ 57.31697178 September 2006...... 28.71658520 August 2010......... 2.56246044
November 2002....... 56.20860261 October 2006........ 28.28776091 September 2010...... 2.11786415
December 2002....... 55.12937627 November 2006....... 27.85641114 October 2010........ 1.68039987
January 2003........ 54.07879052 December 2006....... 27.42287238 November 2010....... 1.24995671
February 2003....... 53.05635097 January 2007........ 26.98746689 December 2010....... 0.82642547
March 2003.......... 52.06157104 February 2007....... 26.55050315 January 2011........ 0.40969862
April 2003.......... 51.09397177 March 2007.......... 26.11227637 February 2011
May 2003............ 50.15308173 April 2007.......... 25.67306890 and thereafter.... 0.00000000
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
SCHEDULE II REDUCTION
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1999........... 99.93064336% May 2005............ 73.34930410% March 2011.......... 30.91684865%
August 1999......... 99.83857377 June 2005........... 73.11513956 April 2011.......... 30.29574166
September 1999...... 99.72384885 July 2005........... 72.88949550 May 2011............ 29.68016064
October 1999........ 99.58655650 August 2005......... 72.66955553 June 2011........... 29.07005849
November 1999....... 99.42681499 September 2005...... 72.45063744 July 2011........... 28.46538855
December 1999....... 99.24477290 October 2005........ 72.21141208 August 2011......... 27.86610453
January 2000........ 99.04060904 November 2005....... 71.95273872 September 2011...... 27.27216052
February 2000....... 98.81453238 December 2005....... 71.67544876 October 2011........ 26.68351101
March 2000.......... 98.56678181 January 2006........ 71.38034655 November 2011....... 26.10011088
April 2000.......... 98.29762598 February 2006....... 71.06821025 December 2011....... 25.52191538
May 2000............ 98.00736294 March 2006.......... 70.73979260 January 2012........ 24.94888013
June 2000........... 97.69631991 April 2006.......... 70.39582172 February 2012....... 24.38096114
July 2000........... 97.36485282 May 2006............ 70.03700184 March 2012.......... 23.81811477
August 2000......... 97.01334590 June 2006........... 69.66401407 April 2012.......... 23.26029777
September 2000...... 96.64221123 July 2006........... 69.25136491 May 2012............ 22.70746724
October 2000........ 96.25188816 August 2006......... 68.82696831 June 2012........... 22.15958065
November 2000....... 95.84284278 September 2006...... 68.39141101 July 2012........... 21.61659581
December 2000....... 95.41556726 October 2006........ 67.94525992 August 2012......... 21.07847091
January 2001........ 94.97057917 November 2006....... 67.48906271 September 2012...... 20.54516447
February 2001....... 94.50842078 December 2006....... 67.02334847 October 2012........ 20.01663538
March 2001.......... 94.02965828 January 2007........ 66.54862821 November 2012....... 19.49284285
April 2001.......... 93.53488099 February 2007....... 66.06539550 December 2012....... 18.97374647
May 2001............ 93.02487042 March 2007.......... 65.57412694 January 2013........ 18.45930613
June 2001........... 92.50025259 April 2007.......... 65.07528274 February 2013....... 17.94948209
July 2001........... 91.96167387 May 2007............ 64.56930721 March 2013.......... 17.44423492
August 2001......... 91.40979998 June 2007........... 64.05662925 April 2013.......... 16.94352555
September 2001...... 90.84531503 July 2007........... 63.51867814 May 2013............ 16.44731520
October 2001........ 90.26892048 August 2007......... 62.97604258 June 2013........... 15.95556546
November 2001....... 89.70202766 September 2007...... 62.42906451 July 2013........... 15.46823822
December 2001....... 89.14453565 October 2007........ 61.87763325 August 2013......... 14.98529568
January 2002........ 88.59634451 November 2007....... 60.97095505 September 2013...... 14.50670039
February 2002....... 88.05735523 December 2007....... 60.07235050 October 2013........ 14.03241519
March 2002.......... 87.52746973 January 2008........ 59.18175037 November 2013....... 13.56240324
April 2002.......... 87.00659086 February 2008....... 58.29908597 December 2013....... 13.09662801
May 2002............ 86.49462240 March 2008.......... 57.42428921 January 2014........ 12.63505328
June 2002........... 85.99146904 April 2008.......... 56.55729259 February 2014....... 12.17764315
July 2002........... 85.49703636 May 2008............ 55.69802916 March 2014.......... 11.72436198
August 2002......... 85.01123084 June 2008........... 54.84643255 April 2014.......... 11.27517448
September 2002...... 84.53395986 July 2008........... 54.01375663 May 2014............ 10.83004562
October 2002........ 84.06513166 August 2008......... 53.18840601 June 2014........... 10.38894068
November 2002....... 83.60465536 September 2008...... 52.37031847 July 2014........... 9.95182525
December 2002....... 83.15244094 October 2008........ 51.55943232 August 2014......... 9.51866517
January 2003........ 82.70839925 November 2008....... 50.75568639 September 2014...... 9.08942660
February 2003....... 82.27244195 December 2008....... 49.95902001 October 2014........ 8.66407598
March 2003.......... 81.84448159 January 2009........ 49.16937305 November 2014....... 8.24258002
April 2003.......... 81.42443151 February 2009....... 48.38668587 December 2014....... 7.82490572
May 2003............ 81.01220591 March 2009.......... 47.61089931 January 2015........ 7.41102036
June 2003........... 80.60771978 April 2009.......... 46.84195473 February 2015....... 7.00089150
July 2003........... 80.21088893 May 2009............ 46.07979400 March 2015.......... 6.59448695
August 2003......... 79.82162998 June 2009........... 45.32435944 April 2015.......... 6.19177482
September 2003...... 79.43986033 July 2009........... 44.57559388 May 2015............ 5.79272347
October 2003........ 79.06549818 August 2009......... 43.83344062 June 2015........... 5.39730153
November 2003....... 78.69846253 September 2009...... 43.09784346 July 2015........... 5.00547791
December 2003....... 78.33867311 October 2009........ 42.36874664 August 2015......... 4.61722176
January 2004........ 77.98605045 November 2009....... 41.64609488 September 2015...... 4.23250250
February 2004....... 77.64051583 December 2009....... 40.92983338 October 2015........ 3.85128981
March 2004.......... 77.30199130 January 2010........ 40.21990779 November 2015....... 3.47355363
April 2004.......... 76.97039963 February 2010....... 39.51626421 December 2015....... 3.09926413
May 2004............ 76.64566434 March 2010.......... 38.81884921 January 2016........ 2.72839177
June 2004........... 76.32770971 April 2010.......... 38.12760979 February 2016....... 2.36090722
July 2004........... 76.02515483 May 2010............ 37.44249341 March 2016.......... 1.99678142
August 2004......... 75.72917451 June 2010........... 36.76344798 April 2016.......... 1.63598555
September 2004...... 75.43969521 July 2010........... 36.09042182 May 2016............ 1.27849103
October 2004........ 75.15664412 August 2010......... 35.42336370 June 2016........... 0.92426954
November 2004....... 74.87994910 September 2010...... 34.76222284 July 2016........... 0.57329296
December 2004....... 74.60953873 October 2010........ 34.10694885 August 2016......... 0.22553345
January 2005........ 74.34534225 November 2010....... 33.45749180 September 2016
February 2005....... 74.08728960 December 2010....... 32.81380216 and thereafter.... 0.00000000
March 2005.......... 73.83531139 January 2011........ 32.17583082
April 2005.......... 73.58933891 February 2011....... 31.54352908
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
SCHEDULE III REDUCTION
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1999........... 99.69411897% September 2001...... 67.05403166% November 2003....... 22.79397903%
August 1999......... 99.35559717 October 2001........ 64.90181537 December 2003....... 21.51205233
September 1999...... 98.98450834 November 2001....... 62.79047852 January 2004........ 20.25651599
October 1999........ 98.58096826 December 2001....... 60.71936024 February 2004....... 19.02691189
November 1999....... 98.14513474 January 2002........ 58.68780886 March 2004.......... 17.82278839
December 1999....... 97.67720762 February 2002....... 56.69518184 April 2004.......... 16.64370012
January 2000........ 97.17742866 March 2002.......... 54.74084563 May 2004............ 15.48920799
February 2000....... 96.64608138 April 2002.......... 52.82417553 June 2004........... 14.35887907
March 2000.......... 96.08349081 May 2002............ 50.94455556 July 2004........... 13.28328774
April 2000.......... 95.49002318 June 2002........... 49.10137837 August 2004......... 12.23076225
May 2000............ 94.86608551 July 2002........... 47.29404510 September 2004...... 11.20088837
June 2000........... 93.80424993 August 2002......... 45.52196527 October 2004........ 10.19325765
July 2000........... 92.43454844 September 2002...... 43.78455665 November 2004....... 9.20746739
August 2000......... 90.99619302 October 2002........ 42.08124519 December 2004....... 8.24312052
September 2000...... 89.49102630 November 2002....... 40.41146482 January 2005........ 7.29982558
October 2000........ 87.92101520 December 2002....... 38.77465745 February 2005....... 6.37719657
November 2000....... 86.28824743 January 2003........ 37.17027275 March 2005.......... 5.47485294
December 2000....... 84.59492755 February 2003....... 35.59776813 April 2005.......... 4.59241945
January 2001........ 82.84337283 March 2003.......... 34.05660858 May 2005............ 3.72952616
February 2001....... 81.03600875 April 2003.......... 32.54626659 June 2005........... 2.88580830
March 2001.......... 79.17536426 May 2003 ........... 31.06622203 July 2005........... 2.07041645
April 2001.......... 77.26406675 June 2003........... 29.61596207 August 2005......... 1.27333473
May 2001............ 75.30541849 July 2003........... 28.19498105 September 2005...... 0.48905545
June 2001........... 73.30219578 August 2003......... 26.80278038 October 2005
July 2001........... 71.25725648 September 2003...... 25.43886849 and thereafter.... 0.00000000
August 2001......... 69.17353410 October 2003........ 24.10276068
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
SCHEDULE IV REDUCTION
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1999........... 99.72257305% June 2005........... 19.24559495% May 2011............ 3.25220964%
August 1999......... 99.38139991 July 2005........... 18.60673904 June 2011........... 3.20292663
September 1999...... 98.97663746 August 2005......... 17.97993755 July 2011........... 3.15438791
October 1999........ 98.50853173 September 2005...... 17.36499368 August 2011......... 3.10658190
November 1999....... 97.97741828 October 2005........ 16.76171370 September 2011...... 3.05949716
December 1999....... 97.38372237 November 2005....... 16.16990687 October 2011........ 3.01312244
January 2000........ 96.72795882 December 2005....... 15.58938543 November 2011....... 2.96744668
February 2000....... 96.01073169 January 2006........ 15.01996452 December 2011....... 2.92245895
March 2000.......... 95.23273373 February 2006....... 14.46146218 January 2012........ 2.87814852
April 2000.......... 94.39474560 March 2006.......... 13.91369924 February 2012....... 2.83450481
May 2000............ 93.49763489 April 2006.......... 13.37649934 March 2012.......... 2.79151741
June 2000........... 92.54235495 May 2006............ 12.84968887 April 2012.......... 2.74917607
July 2000........... 91.52994346 June 2006........... 12.33309690 May 2012............ 2.70747068
August 2000......... 90.46152081 July 2006........... 11.90585989 June 2012........... 2.66639131
September 2000...... 89.33828830 August 2006......... 11.48709188 July 2012........... 2.62592816
October 2000........ 88.16152611 September 2006...... 11.07664635 August 2012......... 2.58607159
November 2000....... 86.93259107 October 2006........ 10.67437916 September 2012...... 2.54681211
December 2000....... 85.65291426 November 2006....... 10.28014850 October 2012........ 2.50814038
January 2001........ 84.32399838 December 2006....... 9.89381486 November 2012....... 2.47004719
February 2001....... 82.94741500 January 2007........ 9.51524098 December 2012....... 2.43252348
March 2001.......... 81.52480154 February 2007....... 9.14429183 January 2013........ 2.39556033
April 2001.......... 80.05785821 March 2007.......... 8.78083458 February 2013....... 2.35914894
May 2001............ 78.54881593 April 2007.......... 8.42473856 March 2013.......... 2.32328067
June 2001........... 76.99947003 May 2007............ 8.07587520 April 2013.......... 2.28794701
July 2001........... 75.41166806 June 2007........... 7.73411804 May 2013............ 2.25313955
August 2001......... 73.78730615 July 2007........... 7.46923211 June 2013........... 2.21885006
September 2001...... 72.12832517 August 2007......... 7.20952249 July 2013........... 2.18507038
October 2001........ 70.43670684 September 2007...... 6.95489682 August 2013......... 2.15179252
November 2001....... 68.77191947 October 2007........ 6.70526431 September 2013...... 2.11900859
December 2001....... 67.13355833 November 2007....... 6.46053569 October 2013........ 2.08671083
January 2002........ 65.52122481 December 2007....... 6.29988977 November 2013....... 2.05489160
February 2002....... 63.93452635 January 2008........ 6.16890937 December 2013....... 2.02354336
March 2002.......... 62.37307636 February 2008....... 6.04045471 January 2014........ 1.99265872
April 2002.......... 60.83649409 March 2008.......... 5.91448044 February 2014....... 1.96223037
May 2002............ 59.32440458 April 2008.......... 5.79094198 March 2014.......... 1.93225113
June 2002........... 57.83643856 May 2008............ 5.66979551 April 2014.......... 1.90271393
July 2002........... 56.37223236 June 2008........... 5.55099796 May 2014............ 1.87361180
August 2002......... 54.93142784 July 2008........... 5.46675109 June 2014........... 1.84493789
September 2002...... 53.51367229 August 2008......... 5.38379073 July 2014........... 1.81668545
October 2002........ 52.11861835 September 2008...... 5.30209700 August 2014......... 1.78884782
November 2002....... 50.74592395 October 2008........ 5.22165033 September 2014...... 1.76141846
December 2002....... 49.39525222 November 2008....... 5.14243145 October 2014........ 1.73439093
January 2003........ 48.06627138 December 2008....... 5.06442136 November 2014....... 1.70775889
February 2003....... 46.75865473 January 2009........ 4.98760139 December 2014....... 1.68151608
March 2003.......... 45.47208050 February 2009....... 4.91195312 January 2015........ 1.65565635
April 2003.......... 44.20623183 March 2009.......... 4.83745842 February 2015....... 1.63017366
May 2003............ 42.96079669 April 2009.......... 4.76409945 March 2015.......... 1.60506203
June 2003........... 41.73546777 May 2009............ 4.69185862 April 2015.......... 1.58031560
July 2003........... 40.52994245 June 2009........... 4.62071862 May 2015............ 1.55592858
August 2003......... 39.34392272 July 2009........... 4.55066241 June 2015........... 1.53189530
September 2003...... 38.17711509 August 2009......... 4.48167320 July 2015........... 1.50821013
October 2003........ 37.02923054 September 2009...... 4.41373446 August 2015......... 1.48486757
November 2003....... 35.89998446 October 2009........ 4.34682990 September 2015...... 1.46186219
December 2003....... 34.78909658 November 2009....... 4.28094350 October 2015........ 1.43918864
January 2004........ 33.69629087 December 2009....... 4.21605948 November 2015....... 1.41684165
February 2004....... 32.62129554 January 2010........ 4.15216228 December 2015....... 1.39481604
March 2004.......... 31.56384291 February 2010....... 4.08923659 January 2016........ 1.37310670
April 2004.......... 30.52366941 March 2010.......... 4.02726735 February 2016....... 1.35170863
May 2004............ 29.50051546 April 2010.......... 3.96623971 March 2016.......... 1.33061685
June 2004........... 28.49412547 May 2010............ 3.90613906 April 2016.......... 1.30982652
July 2004........... 27.64357625 June 2010........... 3.84695098 May 2016............ 1.28933283
August 2004......... 26.80832286 July 2010........... 3.78866132 June 2016........... 1.26913106
September 2004...... 25.98812326 August 2010......... 3.73125612 July 2016........... 1.24921656
October 2004........ 25.18273906 September 2010...... 3.67472162 August 2016......... 1.22958477
November 2004....... 24.39193556 October 2010........ 3.61904430 September 2016...... 1.21023117
December 2004....... 23.61548162 November 2010....... 3.56421082 October 2016........ 1.19115133
January 2005........ 22.85314966 December 2010....... 3.51020807 November 2016....... 1.17234088
February 2005....... 22.10471558 January 2011........ 3.45702311 December 2016....... 1.15379553
March 2005.......... 21.36995870 February 2011....... 3.40464323 January 2017........ 1.13551104
April 2005.......... 20.64866173 March 2011.......... 3.35305588 February 2017....... 1.11748326
May 2005............ 19.94061071 April 2011.......... 3.30224874 March 2017.......... 1.09970807
</TABLE>
<TABLE>
PLANNED PRINCIPAL BALANCES
SCHEDULE IV REDUCTION--CONTINUED
<CAPTION>
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
April 2017.......... 1.08218143% May 2021............ 0.45852055% June 2025........... 0.12616269%
May 2017............ 1.06489939 June 2021........... 0.44943315 July 2025........... 0.12184937
June 2017........... 1.04785801 July 2021........... 0.44045374 August 2025......... 0.11762230
July 2017........... 1.03105345 August 2021......... 0.43158054 September 2025...... 0.11348001
August 2017......... 1.01448192 September 2021...... 0.42281181 October 2025........ 0.10942102
September 2017...... 0.99813967 October 2021........ 0.41414582 November 2025....... 0.10544390
October 2017........ 0.98202305 November 2021....... 0.40558087 December 2025....... 0.10154725
November 2017....... 0.96612842 December 2021....... 0.39711529 January 2026........ 0.09772966
December 2017....... 0.95045222 January 2022........ 0.38874744 February 2026....... 0.09398978
January 2018........ 0.93499095 February 2022....... 0.38047571 March 2026.......... 0.09032624
February 2018....... 0.91974115 March 2022.......... 0.37229849 April 2026.......... 0.08673774
March 2018.......... 0.90469944 April 2022.......... 0.36421423 May 2026............ 0.08322297
April 2018.......... 0.88986245 May 2022............ 0.35622138 June 2026........... 0.07978065
May 2018............ 0.87522689 June 2022........... 0.34831843 July 2026........... 0.07640951
June 2018........... 0.86078953 July 2022........... 0.34050387 August 2026......... 0.07310832
July 2018........... 0.84654718 August 2022......... 0.33277625 September 2026...... 0.06987585
August 2018......... 0.83249668 September 2022...... 0.32513411 October 2026........ 0.06671091
September 2018...... 0.81863495 October 2022........ 0.31757603 November 2026....... 0.06361232
October 2018........ 0.80495893 November 2022....... 0.31010062 December 2026....... 0.06057890
November 2018....... 0.79146565 December 2022....... 0.30270648 January 2027........ 0.05760954
December 2018....... 0.77815213 January 2023........ 0.29539227 February 2027....... 0.05470308
January 2019........ 0.76501548 February 2023....... 0.28815665 March 2027.......... 0.05185845
February 2019....... 0.75205285 March 2023.......... 0.28099830 April 2027.......... 0.04907453
March 2019.......... 0.73926140 April 2023.......... 0.27391593 May 2027............ 0.04635027
April 2019.......... 0.72663838 May 2023............ 0.26690828 June 2027........... 0.04368462
May 2019............ 0.71418106 June 2023........... 0.25997408 July 2027........... 0.04107653
June 2019........... 0.70188674 July 2023........... 0.25311210 August 2027......... 0.03852500
July 2019........... 0.68975279 August 2023......... 0.24632379 September 2027...... 0.03602901
August 2019......... 0.67777661 September 2023...... 0.23966387 October 2027........ 0.03358760
September 2019...... 0.66595564 October 2023........ 0.23313020 November 2027....... 0.03119978
October 2019........ 0.65428735 November 2023....... 0.22672064 December 2027....... 0.02886461
November 2019....... 0.64276926 December 2023....... 0.22043310 January 2028........ 0.02658114
December 2019....... 0.63139893 January 2024........ 0.21426553 February 2028....... 0.02434847
January 2020........ 0.62017396 February 2024....... 0.20821589 March 2028.......... 0.02216569
February 2020....... 0.60909198 March 2024.......... 0.20229965 April 2028.......... 0.02003191
March 2020.......... 0.59815066 April 2024.......... 0.19649699 May 2028............ 0.01794625
April 2020.......... 0.58734770 May 2024............ 0.19080598 June 2028........... 0.01590785
May 2020............ 0.57668086 June 2024........... 0.18522473 July 2028........... 0.01391588
June 2020........... 0.56614791 July 2024........... 0.17975139 August 2028......... 0.01196951
July 2020........... 0.55574666 August 2024......... 0.17438412 September 2028...... 0.01006793
August 2020......... 0.54547495 September 2024...... 0.16912111 October 2028........ 0.00821035
September 2020...... 0.53533068 October 2024........ 0.16396060 November 2028....... 0.00640277
October 2020........ 0.52531176 November 2024....... 0.15890084 December 2028....... 0.00463732
November 2020....... 0.51541612 December 2024....... 0.15394011 January 2029........ 0.00291323
December 2020....... 0.50564177 January 2025........ 0.14907673 February 2029....... 0.00122976
January 2021........ 0.49598669 February 2025....... 0.14430902 March 2029
February 2021....... 0.48644894 March 2025.......... 0.13963536 and thereafter.... 0.00000000
March 2021.......... 0.47702660 April 2025.......... 0.13505414
April 2021.......... 0.46771775 May 2025............ 0.13056376
</TABLE>
<PAGE>
(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) 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:
(1) 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
(2) 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
(3) 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
(4) 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
(5) 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) The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds available on deposit in the Payment Account, (i)
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds remitted to it by the Master Servicer,
distribute to each Certificateholder of record (other than the Class A-LR
Certificateholder) on the preceding Record Date (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders or in the
last paragraph of this Section 4.01(f) respecting the final distribution in
respect of any Class) either in immediately available funds by wire transfer to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder holds Certificates
having a Denomination at least equal to that specified in Section 11.24, and has
so notified the Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share of the
Class A Distribution Amount with respect to each Class of Class A Certificates
(other than the Class A-12 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-12 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-8, Class A-21, Class A-R or Class A-LR Certificates) or
the Principal Balance of any Class of Class B Certificates would be reduced to
zero, or in the case of the Class A-8 Certificates, upon the later of (a) the
Principal Balance of such Class would be reduced to zero or (b) each Class A-8
IO Notional Amount would be reduced to zero, or in the case of the Class A-21
Certificates, the Class A-21 Notional Amount would be reduced to zero, the
Master Servicer shall, as soon as practicable after the Determination Date
relating to such Distribution Date, send a notice to the Trust Administrator.
The Trust Administrator will then send a notice to each Certificateholder of
such Class with a copy to the Certificate Registrar, specifying that the final
distribution with respect to such Class will be made on such Distribution Date
only upon the presentation and surrender of such Certificateholder's
Certificates at the office or agency of the Trust Administrator therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise), created or organized
in or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
Section 4.02 Allocation of Realized Losses.
(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-8, Class A-20 and Class A-PO
Certificates), the Class A-8 Accrual Component and the Class A-20 Components 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 (other than the Class A-8
Certificates) and the Class A-8 Components 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 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.
(g) With respect to any Distribution Date, the principal portion
of Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class, Classes, Component or Components
as provided above.
With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03 Paying Agent.
(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, Financial Security and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate, the Seller and Financial
Security 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) in the case of the Class A-21 Certificates, the Class
A-21 Notional Amount, if any;
(xxiv) in the case of the Class A-8 IO Components, the Class
A-8 IO Notional Amounts, if any;
(xxv) in the case of each Class of LIBOR Certificates, the
applicable Class A Pass-Through Rate;
(xxvi) the Class A-PO Deferred Amount, if any;
(xxvii) in the case of the Class A-12 Certificates, (a) the
Class A-12 Distribution Deficiency, if any, for such Distribution Date,
(b) amounts, if any in respect of the Class A-12 Distribution Deficiency
paid under the Policy and (c) the amounts attributable to the Class A-12
Certificates;
(xxviii) in the case of the Class A-12 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date; and
(xxix) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare their
tax returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R and Class A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class A-R and Class A-LR Certificate
with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. Upon receipt of any such
statement, the Trust Administrator shall promptly forward a copy of such
statement to Financial Security. 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-12 Certificates, pro rata, based
on Percentage Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Principal Balance of the Class A-12 Certificates has been
reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Greenwich Capital 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
Greenwich Capital, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of the either REMIC.
Section 4.07 Distributions in Reduction of the Class A-12
Certificates.
Distributions in reduction of the Principal Balance of the Class
A-12 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 Principal Balance of the Class A-12 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-12 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-12 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-12 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-12 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-12
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-12 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-12 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-12 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-12 Certificates will be applied, in the aggregate with respect to such Class,
in an amount equal to the Class A Non-PO Principal Amount allocable to such
Class pursuant to Section 4.01(b) plus any amounts distributable to the Class
A-12 Certificates as a payment under the Policy of a Class A-12 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 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
Amount allocable to distributions in reduction of the Principal Balance of the
Class A-12 Certificates on any Distribution Date plus any amounts distributable
to the Class A-12 Certificates as a payment under the Policy of a Class A-12
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-12 Certificates with respect to which distribution
requests, as set forth above, have been received distributions in reduction of
the Principal Balance of the Class A-12 Certificates will be made by mandatory
distribution pursuant to Section 4.07(d).
(b) A Class A-12 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-12 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-12 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-12 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-12 Certificates greater than the number of Individual Class
A-12 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-12 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-12
Certificates will be deemed to be the death of the Beneficial Owner of such
Class A-12 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-12
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-12
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-12 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-12 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-12
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-12 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 Financial Security
or otherwise with respect to interest on such Certificates after such last day
of the month.
Any Beneficial Owner of a Class A-12 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 Principal Balance of Class A-12
Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-12 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
Principal Balance of Class A-12 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 Principal
Balance of the Class A-12 Certificates will be made by mandatory distributions
in reduction thereof. Such mandatory distributions on Individual Class A-12
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
Principal Balance of the Class A-12 Certificates on the next succeeding
Distribution Date on which mandatory distributions are to be made, the principal
balance of Class A-12 Certificates would not be reduced to zero, the Individual
Class A-12 Certificates to which such distributions will be applied shall be
selected by the Clearing Agency from those Class A-12 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 Principal
Balance of the Class A-12 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-12
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-12
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-12 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-12 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 Principal
Balance to be made on the Class A-12 Certificates. Rounding of such distribution
on the Class A-12 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-12 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-12
Certificates are to be made, the aggregate amount of such distributions
allocable to the Class A-12 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-12
Certificates; this process shall continue on succeeding Distribution Dates until
the Principal Balance of the Class A-12 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 Principal Balance of the Class
A-12 Certificates will reduce the Principal Balance thereof to zero or in the
event that distributions in reduction of the Principal Balance of the Class A-12
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-LR Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after Financial Security's failure to make a payment
with respect to a Class A-12 Distribution Deficiency, distributions in reduction
of the Principal Balance of the Class A-12 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-12 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-12 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-12
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-12 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-12 Distribution
Deficiency for such Distribution Date, the Trust Administrator shall determine
the amount of such Class A-12 Distribution Deficiency and shall give notice to
Financial Security 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-12 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-12 Certificates of the Class A-12
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-12 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(f). It shall not be
necessary for such payments of the Class A-12 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-12 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-12 Certificates and Financial Security
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-12 Certificates equal to the Class A-12
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-12 Distribution Deficiency. Any funds deposited into the
Policy Payments Account in respect of the Class A-12 Certificates that are
remaining therein on the first Business Day following a Distribution Date after
the Class A-12 Distribution Deficiency has been made to the Certificateholders
of such Class shall be remitted in immediately available funds to Financial
Security, pursuant to the instructions of Financial Security, by the end of such
Business Day.
(c) The Trust Administrator shall keep a complete and accurate
record of the Class A-12 Interest Loss Amount, the Class A-12 Principal Loss
Amount and any Non-Supported Interest Shortfall allocated to the Class A-12
Certificates once the Reserve Fund has been depleted, paid from moneys received
under the Policy. Financial Security 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-12 Certificate
has been avoided in whole or in part as a preference payment under applicable
bankruptcy law, the Trust Administrator shall so notify Financial Security and
shall comply with the provisions of the applicable Policy to obtain payment by
Financial Security of such avoided distribution, and shall, at the time it
provides notice to Financial Security, 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 Financial Security
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-12 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-12 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 Financial Security).
(e) The Trust Administrator shall promptly notify Financial
Security 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-12 Certificates as to which it has actual knowledge. Each
Holder of a Class A-12 Certificate, by its purchase of such Certificates and the
Trust Administrator hereby agree that Financial Security (so long as no
Financial Security 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, Financial Security 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-12 Certificate by its acceptance of such Certificate agrees, that
without any further action on the part of Financial Security, Financial Security
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-12 Principal Loss Amounts with respect to
amounts paid under the Policy. The Class A-12 Certificateholders by acceptance
of such Certificates assign their rights as Holders of such Certificates to
Financial Security to the extent of Financial Security's interest with respect
to amounts paid.
(g) The Master Servicer shall designate a Financial Security
Contact Person who shall be available to Financial Security to provide
reasonable access to information regarding the Mortgage Loans. The initial
Financial Security Contact Person is appointed in Section 11.27.
(h) The Trust Administrator shall surrender the Policy to
Financial Security 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 Financial Security 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.
Section 4.10 Determination of LIBOR.
On each Rate Determination Date, the Trust Administrator shall
determine LIBOR for the Distribution Date occurring in the second succeeding
month on the basis of the British Bankers' Association ("BBA") "Interest
Settlement Rate" for one-month deposits in U.S. dollars as found on Telerate
page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used
herein, "Telerate page 3750" means the display designated as page 3750 on the
Dow Jones Telerate Service.
If on any Rate Determination Date the Trust Administrator is unable
to determine LIBOR on the basis of the method set forth in the preceding
paragraph LIBOR for the Distribution Date in the second succeeding month will be
whichever is higher of (x) LIBOR as determined on the previous Rate
Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate"
will be the rate per annum which the Trust Administrator determines to be either
(A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to
the nearest whole multiple of 1/16%) of the one-month Eurodollar lending rates
that the Reference Banks are quoting, on the relevant Rate Determination Date,
to the principal London offices of at least two leading banks in the London
interbank market or (b) in the event that the Trust Administrator can determine
no such arithmetic mean, the lowest one-month Eurodollar lending rate that the
Reference Banks are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date the Trust Administrator is
required but is unable to determine the Reserve Interest Rate in the manner
provided in the preceding paragraph, LIBOR for the Distribution Date in the
second succeeding month will be LIBOR as determined on the previous Rate
Determination Date, or, in the case of the first Rate Determination Date, 4.900%
for the Class A-6 and Class A-7 Certificates and 4.918% for the Class A-14 and
Class A-15 Certificates.
The establishment of LIBOR by the Trust Administrator and the Trust
Administrator's subsequent calculation of the rates of interest applicable to
each of the LIBOR Certificates in the absence of manifest error, will be final
and binding. After a Rate Determination Date, the Trust Administrator shall
provide the Pass-Through Rates of the LIBOR Certificates for the related
Distribution Date to Beneficial Owners or Holders of LIBOR Certificates who
place a telephone call to the Trust Administrator at (704) 383-5272 and make a
request therefor.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(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-21,
Class A-PO, Class A-R, Class A-LR Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class A-21, Class A-R, Class A-LR and Class A-PO Certificates) that
evidences one Single Certificate plus such additional principal portion as is
required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance of such Class, as the case may be), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, A-16, A-17, A-18,
A-19, A-20, A-21, A-22, A-PO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, B-6, and C
(reverse side of Certificates) hereto. On original issue the Certificates shall
be executed and delivered by the Trust Administrator to or upon the order of the
Seller upon receipt by the Trust Administrator or the Custodian of the documents
specified in Section 2.01. The aggregate principal portion (or notional amount)
evidenced by the Class A and Class B Certificates shall be the sum of the
amounts specifically set forth in the respective Certificates. The Certificates
shall be executed by manual or facsimile signature on behalf of the Trust
Administrator by any Responsible Officer thereof. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trust Administrator shall bind the Trust Administrator
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trust
Administrator, or unless there appears on such Certificate a certificate of
authentication executed by the Authenticating Agent by manual signature, and
such countersignature or certificate upon a Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(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-9, Class A-22, 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 A-9, Class A-22, 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 A-9, Class A-22 or Class B Certificates only, if such
transferee is an insurance company, (A) the source of funds used to purchase the
Class A-9, Class A-22 or 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 A-9, Class A-22 or
Class B Certificates are covered by Sections I and III of PTE 95-60 or (ii) in
the case of any such Class A-9, Class A-22, 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-9, Class A-22, 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-9, Class A-22, 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 or Class A-LR Certificate may be transferred directly or indirectly to
a "disqualified organization" within the meaning of Code Section 860E(e)(5) or
an agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trust Administrator
with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trust Administrator an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class A-R or Class A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R or Class A-LR Certificate will not be disregarded
for federal income tax purposes (any such person who is not covered by clauses
(i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign
Holder"), and any such purported transfer shall be void and have no effect. The
Trust Administrator shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class A-R or Class A-LR
Certificate in connection with any such transfer to a disqualified organization
or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited
Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar
nor the Trust Administrator shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R or Class
A-LR Certificate, unless the transferor shall have provided to the Trust
Administrator an affidavit, substantially in the form attached as Exhibit H
hereto, signed by the transferee, to the effect that the transferee is not such
a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R or Class A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R or Class A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
A-R or Class A-LR Certificate in constructive trust for the last transferor who
was not a disqualified organization or agent thereof, and such transferor shall
be restored as the owner of such Class A-R or Class A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class A-R or Class A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR Certificate or such agent (within 60
days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class A-R or Class A-LR Certificate (or
portion thereof) for periods after such transfer. At the election of the Master
Servicer, the cost to the Master Servicer of computing and furnishing such
information may be charged to the transferor or such agent referred to above;
however, the Master Servicer shall in no event be excused from furnishing such
information.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05 Access to List of Certificateholders' Names and
Addresses.
(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 Financial Security. 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 giving
effect to the guaranty provided by Financial Security); 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;
(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;
(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;
(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;
(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-12 Certificates, giving effect to the
guaranty provided by Financial Security) 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 either the Upper-Tier REMIC or
the Lower-Tier REMIC to federal, state or local tax or cause either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, which
Opinion of Counsel shall be at the sole expense of the Trustee or the Trust
Administrator, as the case may be.
Section 8.11 Authenticating Agent.
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Trust
Administrator, the Seller and the Master Servicer. The Trust Administrator may
at any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trust Administrator.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
Section 8.12 Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(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 two separate REMICs; or (ii) cause the imposition of
any federal, state or local income, prohibited transaction, contribution or
other tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust
Estate. The Master Servicer, or, in the case of any tax return or other action
required by law to be performed directly by the Trust Administrator, the Trust
Administrator, shall (i) prepare or cause to be prepared, timely cause to be
signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms 8811 and apply for an Employee Identification Number with a Form SS-4 or
any other permissible method and respond to inquiries by Certificateholders or
their nominees concerning information returns, reports or tax returns; (vi)
maintain (or cause to be maintained by the Servicers) such records relating to
the Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class
A-19, Class A-20, Class A-21, Class A-22, Class A-PO and Class A-R Certificates,
each Class A-8 Component, the Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates and the interests in the Lower-Tier REMIC
represented by the Class A-L1, Class A-L2, Class A-L3, Class A-L4, Class A-L5,
Class A-L6, Class A-L8, Class A-L10, Class A-L12, Class A-L14, Class A-L16,
Class A-L20, Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class
B-L4, Class B-L5 and Class B-L6 Interests and the Class A-LR Certificate; (viii)
exercise reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a), unless the Master
Servicer shall have provided an Opinion of Counsel to the Trustee that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject either
the Upper-Tier REMIC or Lower-Tier REMIC or the Trust Estate to tax or (c) cause
the Trust Estate to fail to qualify as two separate REMICs; (ix) exercise
reasonable care not to allow either the Upper-Tier REMIC or the Lower-Tier REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the
case may be, when and as the same shall be due and payable (but such obligation
shall not prevent the Master Servicer or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Master Servicer from withholding or depositing payment of such tax, if permitted
by law, pending the outcome of such proceedings); and (xi) if required or
permitted by the Code and applicable law, act as "tax matters person" for the
Upper-Tier REMIC or the Lower-Tier REMIC within the meaning of Treasury
Regulations Section 1.860F-4(d), and the Master Servicer is hereby designated as
agent of the Class A-R and Class A-LR Certificateholders for such purpose (or if
the Master Servicer is not so permitted, the Holders of the Class A-R and Class
A-LR Certificates shall be tax matters persons in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee's sole duties with respect
to the Upper-Tier REMIC and Lower Tier REMIC are to sign the tax returns
referred to in clause (i) of the second preceding sentence and to comply with
written directions from the Master Servicer or the 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 Upper-Tier REMIC and Lower-Tier REMIC as
described above. In the event that the Trust Administrator prepares any of the
federal, state and local tax returns of the Upper-Tier REMIC or Lower-Tier REMIC
as described above, the Trust Administrator hereby indemnifies the Seller, the
Master Servicer and the Trustee for any losses, liabilities, damages, claims or
expenses of the Seller, the Master Servicer or the Trustee arising from the
Trust Administrator's willful misfeasance, bad faith or negligence in connection
with such preparation.
(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 and Class A-LR Certificates, the amounts, if any,
which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trust Administrator
of any Periodic Advances, is insufficient to pay in full the amounts set forth
in clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the
amount available for distribution to Certificateholders shall be allocated in
reduction of the amounts otherwise distributable on the Final Distribution Date
in the same manner as Realized Losses are allocated pursuant to Sections 4.02(b)
and 4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
Section 9.02 Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator has received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(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 Upper-Tier REMIC and Lower-Tier REMIC as of
the date of such notice (or, if earlier, the date on which the first such
notice is mailed to Certificateholders). The Master Servicer shall also
specify such date in a statement attached to the final tax returns of the
Upper-Tier REMIC and Lower-Tier REMIC; and
(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 to amendments affecting the rights or obligations of
Financial Security, with the consent of Financial Security, without the consent
of any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, (iii) to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as two separate REMICs at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any federal tax on the Trust Estate, the Upper-Tier REMIC or the Lower-Tier
REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee and the Trust Administrator have received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Upper-Tier Certificate Account and Certificate Account provided that (a) such
change shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (b) such change
shall not adversely affect the then-current rating of the Certificates as
evidenced by a letter from each Rating Agency to such effect (without, in the
case of the Class A-12 Certificates, giving effect to the guaranty provided by
Financial Security), (v) to modify, eliminate or add to the provisions of
Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of Financial Security (only with respect to amendments
affecting the rights or obligations of Financial Security) 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 either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trust Administrator may prescribe.
(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
Financial Security; provided, however, (i) that such amendment does not conflict
with any provisions of the related Servicing Agreement, (ii) that the related
Servicing Agreement provides for the remittance of each type of Unscheduled
Principal Receipts received by such Servicer during the Applicable Unscheduled
Principal Receipt Period (as so amended) related to each Distribution Date to
the Master Servicer no later than the 24th day of the month in which such
Distribution Date occurs and (iii) that such amendment is for the purpose of:
(i) changing the Applicable Unscheduled Principal Receipt
Period for Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with
respect to all Unscheduled Principal Receipts; or
(ii) changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal Receipts and to
a Prior Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
Section 10.02 Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 10.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
Section 10.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05 Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest Asset Securities Corporation, 7485 New Horizon
Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or such
other address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other
address as may hereafter be furnished to the Seller and the Trustee in writing
by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust
Office, (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 Financial
Security, to Financial Security Assurance, Inc., 350 Park Avenue, New York, New
York 10022, Attention: Senior Vice President, Transaction Oversight re: NASCOR
Series 1999-18; Confirmation: 212-826-0100; Telecopy: 212-339-3518 or
212-339-3529 (in each case in which notice or other communication to Financial
Security refers to an Event of Default or a claim under the policy or with
respect to which failure on the part of Financial Security 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
Financial Security.
(a) The Trust Administrator shall give prompt notice to each
Rating Agency and Financial Security 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 Financial Security 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
Financial Security:
(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 6.50% per annum.
Section 11.02 Cut-Off Date.
The Cut-Off Date for the Certificates is June 1, 1999.
Section 11.03 Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $850,069,757.10
Section 11.04 Original Class A Percentage.
The Original Class A Percentage is 95.99373117%
Section 11.05 Original Principal Balances of the Classes of
Class A Certificates and Components.
As to the following Classes of Class A Certificates and Components,
the Principal Balance of such Class or Component as of the Cut-Off Date, as
follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $ 71,229,000.00
Class A-2 $ 53,772,000.00
Class A-3 $ 2,831,000.00
Class A-4 $103,499,000.00
Class A-5 $ 4,550,000.00
Class A-6 $ 25,165,473.00
Class A-7 $ 9,679,027.00
Class A-9 $ 686,500.00
Class A-10 $335,500,000.00
Class A-11 $ 7,286,000.00
Class A-12 $ 24,073,000.00
Class A-13 $ 1,106,000.00
Class A-14 $ 11,943,176.00
Class A-15 $ 3,096,379.00
Class A-16 $ 15,243,000.00
Class A-17 $ 37,144,000.00
Class A-18 $ 19,196,370.00
Class A-19 $ 29,547,000.00
Class A-22 $ 506,500.00
Class A-PO $ 1,328,709.03
Class A-R $ 100.00
Class A-LR $ 100.00
Component
---------
Class A-8 Accrual $ 40,064,000.00
Class A-20A $ 14,730,945.00
Class A-20B $ 3,889,630.00
Section 11.05(a). Original Class A-21 Notional Amount and Original
Class A-8 IO Notional Amounts.
The Original Class A-21 Notional Amount is $ 293,134.62
The Original Class A-8A IO Component Notional Amount is $
71,229,000.00
The Original Class A-8B IO Component Notional Amount is $
53,772,000.00
The Original Class A-8C IO Component Notional Amount is $
2,831,000.00
The Original Class A-8D IO Component Notional Amount is $
103,499,000.00
Section 11.06 Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $814,738,200.00.
Section 11.07 Original Subordinated Percentage.
The Original Subordinated Percentage is 4.00626883%.
Section 11.08 Original Class B-1 Percentage.
The Original Class B-1 Percentage is 2.25345528%.
Section 11.09 Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.70115614%.
Section 11.10 Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.35051916%.
Section 11.11 Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30044500%.
Section 11.12 Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.17025216%.
Section 11.13 Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.23044108%.
Section 11.14 Original Class B Principal Balance.
The Original Class B Principal Balance is $34,002,848.07
Section 11.15 Original Principal Balances of the Classes of
Class B Certificates.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 19,126,000.00
Class B-2 $ 5,951,000.00
Class B-3 $ 2,975,000.00
Class B-4 $ 2,550,000.00
Class B-5 $ 1,445,000.00
Class B-6 $ 1,955,848.07
Section 11.16 Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.75281354%.
Section 11.17 Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.05165740%.
Section 11.18 Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.70113824%.
Section 11.19 Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.40069324%.
Section 11.20 Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.23044108%.
Section 11.21 Closing Date.
The Closing Date is June 29, 1999.
Section 11.22 Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $85,006,975.71 (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-21, Class A-PO,
Class A-R and Class A-LR Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-21 and Class A-PO Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is 100%
Percentage Interest. The Class A-R and Class A-LR Certificates are not eligible
for wire transfer.
Section 11.24 Single Certificate.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-12, Class A-21, Class A-PO, Class A-R and Class A-LR
Certificates) and each Class of the Class B Certificates (other than the Class
B-4, Class B-5 and Class B-6 Certificates) represents a $100,000 Denomination. A
Single Certificate for the Class A-12 Certificates represents a $1,000
Denomination. A Single Certificate for the Class A-21 Certificates represents a
$293,134.62 Denomination. A Single Certificate for the Class A-R and Class A-LR
Certificates represents a $100 Denomination. A Single Certificate for the Class
B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A
Single Certificate for the Class A-PO Certificates represents a $1,328,709.03
Denomination.
Section 11.25 Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26 Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
Section 11.27 Financial Security Contact Person.
The Initial Financial Security 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:
Title:
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
--------------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
-------------------------
Title:
------------------------
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
--------------------------------
Name:
Title:
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of June, 1999, before me, a notary public in and
for the State of Maryland, personally appeared Alan McKenney, known to me who,
being by me duly sworn, did depose and say that he resides at McLean, Virginia;
that he is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 29th day of June, 1999, before me, a notary public in and
for the State of Maryland, personally appeared Nancy E. Burgess, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF _____________ )
ss.:
COUNTY OF )
On this 29th day of June, 1999, before me, a notary public in and
for _________________, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 29th day of June, 1999, before me, a notary public in and
for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1999-18
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
- ------------------------------------ ------------------ ------------------
Norwest Mortgage, Inc. Exhibit F-(1) Prior Month Prior Month
Norwest Mortgage, Inc. Exhibit F-(2) Mid Month Mid Month
Bank United Mid Month Prior Month
First Union Mortgage Corporation Mid Month Prior Month
Corporation. Mid Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
SunTrust Mortgage, Inc. Mid Month Prior Month
Merrill Lynch Credit Corporation Mid Month Prior Month
National City Mortgage Company. Mid Month Prior Month
FT Mortgage Companies Mid Month Prior Month
NOVUS Financial Corporation Prior Month Prior Month
Hibernia National Bank Mid Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
HomeSide Lending Prior Month Prior Month
Cascade Bank Mid Month Prior Month
Chase Manhattan Mortgage Corporation Mid Month Prior Month
Plymouth Savings Bank Mid Month Mid Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 98.24767%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.81900000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.37%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01866117%.
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 1999-18 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured
by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 94.49767%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 5.56900000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.90%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.03707965%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 97.59167%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 2.47500000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.90%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.05274921%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
-----------------------
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.500% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-5 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, at an issue price of
90.00556%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 14.37012906%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 23.20%;
and (iii) the amount of OID allocable to the short first accrual period (June
29, 1999 to July 25, 1999) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
1.50630400%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 5.750% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to
0.850% plus LIBOR as determined on the second business day prior to the
beginning of the month preceding the month in which such Distribution Date
occurs, subject to a minimum rate of 0.850% and a maximum rate of 9.000%. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 8.450% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to (i)
21.190% minus (ii) the product of 2.600 and LIBOR, as determined on the second
business day prior to the beginning of the month preceding the month in which
such Distribution Date occurs, subject to a minimum rate of 0.000% and a maximum
rate of 21.190%. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 84.81322%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming (a) that this Certificate pays
in accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate and (b) that the interest rate at which distributions of
interest on this Certificate actually will be made will be determined as though
the pass-through rate on this Certificate applicable to the first Distribution
Date will not change thereafter: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 15.28066667%;
(ii) the annual yield to maturity of this Certificate, compounded monthly, is
approximately 10.45%; and (iii) the amount of OID allocable to the short first
accrual period (June 29, 1999 to July 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.02916693%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions of interest and in reduction of Principal Balance, the Class A-8
Certificates consist of five components (each, a "Component" and individually,
the "Class A-8A IO Component", "Class A-8B IO Component", "Class A-8C IO
Component", "Class A-8D IO Component" and the "Class A-8 Accrual Component").
The amount of interest which accrues on the Class A-8 Certificates in any month
will equal the sum of the interest which accrues on the Class A-8 Components.
The component rate (the "Component Rate") on each of the Class A-8 Components
(other than the Class A-8 Accrual Componet) will be 0.500% per annum and the
Component Rate on the Class A-8 Accural Component will be 6.500% per annum.
Interest with respect to each Component will accrue during each month in an
amount equal to the product of (i) 1/12th of the Component Rate for such
Component and (ii) the outstanding Principal Balance in the case of the Class
A-8 Accrual Component or the applicable outstanding notional amount in the case
of the Class A-8A IO, Class A-8B IO, Class A-8C IO and Class A-8D IO Components.
Prior to the applicable Accretion Termination Date, the interest accrued on the
Class A-8 Accrual Component will not be distributed as interest on this
Certificate. Prior to the applicable Accretion Termination Date, the interest on
the Class A-8 Accrual Component otherwise available for distribution on this
Certificate will be added to the Component Principal Balance of such Component
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-8 Certificates with respect to their Components.
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 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.
This Certificate is issued on June 29, 1999, at an issue price of
100.24610%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 275% SPA (as defined in the Prospectus Supplement dated
June 24, 1999 with respect to the offering of the Class A Certificates (except
the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3 Certificates)
used to price this Certificate: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 79.20304839%;
(ii) the annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.67%; and (iii) the amount of OID allocable to the short first
accrual period (June 29, 1999 to July 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.55502385%.
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-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
AFTER THE CROSS-OVER DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES,
OTHER THAN EXCESS LOSSES, THAT WOULD OTHERWISE BE ALLOCATED TO THE CLASS A-8
CERTIFICATES WILL BE BORNE BY THE CLASS A-9 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 1999-18 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-9 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-9 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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 96.20856%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.86366667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.04%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01932856%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-10 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 98.99400%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.08100000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.11%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02073970%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-11 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of the Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-11
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, at an issue price of
90.88400%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 81.55830867%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.95%; and
(iii) the amount of OID allocable to the short first accrual period (June 29,
1999 to July 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.52155619%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
- ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-12 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of Class A-12 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-12 Certificates as described below and in
the Agreement. Prior to the Distribution Date, if any, on which Financial
Security fails to make a payment with respect to a Class A-12 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-12 Certificates applicable
to each Distribution Date will be 7.000% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-12 Certificates, as described
in the Agreement. Any Non-Supported Interest Shortfall allocated to the Class
A-12 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-12 Certificates will be entitled to the benefits of a
Financial Guaranty Insurance Policy issued by Financial Security Assurance Inc.
(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-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-13 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-13 Certificates required to be distributed
to Holders of the Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-13 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.
This Certificate is issued on June 29, 1999, at an issue price of
37.79700% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 62.20300000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.05%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.21974034%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-14 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-14 Certificates required to be distributed
to Holders of the Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-14 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 5.918% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to
1.000% plus LIBOR as determined on the second business day prior to the
beginning of the month preceding the month in which such Distribution Date
occurs, subject to a minimum rate of 1.000% and a maximum rate of 8.500%. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-14
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-15 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-15 Certificates required to be distributed
to Holders of the Class A-15 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-15 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 9.9591430% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to (i)
28.9285714286% minus (ii) the product of 3.8571428571 and LIBOR, as determined
on the second business day prior to the beginning of the month preceding the
month in which such Distribution Date occurs, subject to a minimum rate of
0.000% and a maximum rate of 28.9285714286%. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-15 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 90.27460%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming (a) that this Certificate pays
in accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate and (b) that the interest rate at which distributions of
interest on this Certificate actually will be made will be determined as though
the pass-through rate on this Certificate applicable to the first Distribution
Date will not change thereafter: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 9.83605713%; (ii)
the annual yield to maturity of this Certificate, compounded monthly, is
approximately 11.55%; and (iii) the amount of OID allocable to the short first
accrual period (June 29, 1999 to July 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.03312265%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-16 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-16 Certificates required to be distributed
to Holders of the Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-16 Certificates applicable to each Distribution Date will be 6.625% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-16 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
-----------------------
Authorized Officer
<PAGE>
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-17
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-17 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-17 Certificates required to be distributed
to Holders of the Class A-17 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-17 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-17 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-18
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-18 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-18 Certificates required to be distributed
to Holders of the Class A-18 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-18 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-18 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-19
[FORM OF FACE OF CLASS A-19 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-19
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-19 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-19 Certificates required to be distributed
to Holders of the Class A-19 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-19 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-19
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-19 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, at an issue price of
92.94700%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 129.82263455%; (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.42%; and (iii) the amount of OID allocable to the short first accrual period
(June 29, 1999 to July 25, 1999) as a percentage of the initial principal
balance of this Certificate, calculated using the exact method, is approximately
0.49782103%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-20
[FORM OF FACE OF CLASS A-20 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-20
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-20 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-20 Certificates required to be distributed
to Holders of the Class A-20 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions in reduction of Principal Balance, the Class A-20 Certificates
consist of two components (each, a "Component" and individually, the "Class
A-20A Component" and the "Class A-20B Component"). Neither Component will 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.
This Certificate is issued on June 29, 1999, at an issue price of
67.75000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 32.25000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.50%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.36663001%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-21
[FORM OF FACE OF CLASS A-21 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-21
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: ______ First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-21 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-21 Certificates required to be distributed
to Holders of the Class A-21 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-21
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-21 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.500% and (ii) the Class A-21 Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-21 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution 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.
This Certificate is issued on June 29, 1999, at an issue price of
24.89656% of the initial Class A-21 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated June 24, 1999 with respect to the offering of the
Class A (except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial Class A-21 Notional Amount is approximately
7.34980279%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 9.30%; and (iii) the amount of OID allocable to the
short first accrual period (June 29, 1999 to July 25, 1999) as a percentage of
the initial Class A-21 Notional Amount, calculated using the exact method, is
approximately 0.16722382%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-22
[FORM OF FACE OF CLASS A-22 CERTIFICATE]
AFTER THE CROSS-OVER DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES,
OTHER THAN EXCESS LOSSES, THAT WOULD OTHERWISE BE ALLOCATED TO THE CLASS A-19
CERTIFICATES WILL BE BORNE BY THE CLASS A-22 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>
EXHIBIT A-22
[FORM OF FACE OF CLASS A-22 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-22
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-22 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-22 Certificates required to be distributed
to Holders of the Class A-22 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-22 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-22 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-22 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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 96.69356%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.37866667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.97%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01697769%.
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 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (ii) if such transferee is a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
This Certificate is issued on June 29, 1999, at an issue price of
67.25000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 32.75000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.51%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.36437245%.
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-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 UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF
A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F
OF THE CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS
PERSON OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE
ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $100.00
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE
POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE 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-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO
ACT AS "TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF
A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F
OF THE CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS
PERSON OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE
ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $100.00
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the 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 FINANCIAL SECURITY 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security as specified
in the Agreement, any Class B-1 Distribution Amount required to be distributed
to Holders of the Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 92.78681%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.28541667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.54%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.03555593%.
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, FINANCIAL SECURITY 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 91.16181%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 8.91041667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.79%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.04300523%.
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, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 85.38056%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 14.69166667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.72%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.06811102%.
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, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 70.19306%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 29.87916667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.69%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.12254431%.
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, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 53.53681%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 46.53541667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 16.27%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.15900409%.
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-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 24.50556%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 75.56666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 34.42%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.13858197%.
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 C
[Form of Reverse of Series 1999-18 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-18
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 June 29, 1999 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1999-18 (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 2.1 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 2.2 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 2.3 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 2.4 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 2.5 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 2.6 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 3.1 Custodian a Bailee and Agent of the Trust Administrator.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2 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 3.3 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 3.4 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 3.5 Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6 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 3.7 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 4.1 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 4.2 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 4.3 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 4.4 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 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:
------------------------------
Charlotte, North Carolina, 28288 Name:
----------------------------
Title:
---------------------------
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
------------------------------
Name:
----------------------------
Title:
---------------------------
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
------------------------------
Name:
-----------------------------
Title:
---------------------------
Address: [CUSTODIAN]
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
<TABLE>
NASCOR
NMI / 1999-18 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ----- --------------------------- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- -------- ----------------------------------------------------- -------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7366607 AURORA IL 60504 PUD 7.500 6.500 $1,809.57 360 1-Apr-29
7574960 HOFFMAN ESTATES IL 60195 SFD 7.000 6.500 $1,922.73 360 1-Feb-29
7579116 KILDEER IL 60047 SFD 7.375 6.500 $2,002.96 360 1-Apr-29
7644664 GOLDEN VALLEY MN 55416 SFD 7.125 6.500 $2,455.70 360 1-May-29
7644956 ORLAND PARK IL 60462 SFD 7.125 6.500 $2,526.44 360 1-May-29
7682336 LOWER MERION TWP PA 19072 SFD 7.250 6.500 $2,032.89 360 1-May-29
7698955 EAGAN MN 55123 SFD 6.875 6.500 $1,691.70 360 1-May-29
</TABLE>
<TABLE>
NASCOR
NMI / 1999-18 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
(continued)
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xIv) (xv) (xvI)
- ----- -------------- ------ --------- ---------- -------- ----------- --------------------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- -------------- ------ --------- ---------- -------- ----------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7366607 $ 258,414.66 90.00 24 0.250 0.017 0.733
7574960 $ 287,588.83 72.25 0.250 0.017 0.233
7579116 $ 289,557.31 80.00 0.250 0.017 0.608
7644664 $ 364,208.52 90.00 06 0.250 0.017 0.358
7644956 $ 374,700.12 65.22 0.250 0.017 0.358
7682336 $ 297,767.53 76.41 0.250 0.017 0.483
7698955 $ 257,300.66 88.03 06 0.250 0.017 0.108
$2,129,537.63
COUNT: 7
WAC: 7.174889702
WAM: 358.3375377
WALTV: 79.74477533
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in
Frederick, Maryland]
<TABLE>
NASCOR
NMI / 1999-18 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii)
- ----- ----------------------------- ----- -------- -------- -------- ---------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
- -------- ---------------------------------------------------------- -------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6518705 JONESBORO GA 30236 SFD 7.125 6.500 $2,048.10 360
6593778 DALY CITY CA 94014 SFD 7.125 6.500 $2,108.74 360
6615468 WINTER PARK CO 80482 SFD 7.000 6.500 $1,989.25 360
6667853 DRIPPING SPRINGS TX 78620 PUD 7.250 6.500 $1,937.38 360
6691861 CAMARILLO CA 93012 SFD 7.375 6.500 $1,673.16 360
6713160 BRIDGEWATER NJ 08807 SFD 7.250 6.500 $3,820.19 360
6734357 SHOREVIEW MN 55126 SFD 7.250 6.500 $2,708.24 360
6765188 CHESTER TWP NJ 07930 SFD 7.750 6.500 $2,745.29 360
6790957 NIWOT CO 80503 PUD 7.000 6.500 $3,326.51 360
6792141 HOPEWELL TWP NJ 08540 SFD 7.500 6.500 $3,327.62 360
6802031 COLLEGE STATION TX 77845 SFD 7.625 6.500 $2,180.00 360
6802407 FREDERICKSBURG VA 22407 PUD 7.250 6.500 $1,705.44 360
6827238 LANDENBERG PA 19350 SFD 6.625 6.358 $1,803.12 360
6829093 CORNELIUS NC 28031 SFD 7.125 6.500 $1,684.30 360
6835944 SANDIA PARK NM 87047 SFD 7.250 6.500 $2,236.17 360
6853704 MESA AZ 85207 PUD 7.375 6.500 $2,171.14 360
6855056 PLATTEVILLE CO 80651 SFD 7.000 6.500 $2,568.07 360
6879890 CAMARILLO CA 93010 SFD 6.625 6.358 $2,626.56 360
6880358 STILLWATER MN 55082 SFD 7.125 6.500 $2,775.72 360
6896945 ALISO VIEJO CA 92656 LCO 7.500 6.500 $1,677.77 360
6898485 ALTADENA CA 91001 PUD 7.250 6.500 $3,106.04 360
6901875 MAMMOTH LAKES CA 93546 SFD 7.250 6.500 $2,380.80 360
6914338 LIVERMORE CA 94550 SFD 7.125 6.500 $2,147.66 360
6934246 SAN DIEGO CA 92131 PUD 7.250 6.500 $3,376.77 360
6943858 DAVIS CA 95616 PUD 7.500 6.500 $2,181.55 360
6944663 SAN PEDRO CA 90732 LCO 7.125 6.500 $1,564.04 360
6948016 CHAPEL HILL NC 27514 SFD 7.500 6.500 $2,796.86 360
6956720 IRVINE CA 92620 SFD 7.375 6.500 $3,716.18 360
7021737 SCOTTSDALE AZ 85255 SFD 7.125 6.500 $2,174.36 360
7022390 STERLING HEIGHTS MI 48317 SFD 7.250 6.500 $1,882.81 360
7024348 LOVELAND CO 80537 SFD 6.875 6.500 $2,079.18 360
7024762 SUGAR LAND TX 77479 PUD 6.875 6.500 $2,627.72 360
7034765 SN JN CAPISTRANO CA 92675 SFD 7.500 6.500 $1,889.00 360
7037809 SANTA FE NM 87501 SFD 7.125 6.500 $1,953.78 360
7046652 CHESTER VA 23831 SFD 7.000 6.500 $1,745.75 360
7047630 TRACY CA 95376 SFD 7.250 6.500 $1,803.16 360
7072590 AVONDALE PA 19311 SFD 6.750 6.483 $2,270.09 360
7072868 LEXINGTON KY 40509 SFD 6.750 6.483 $1,546.91 360
7073284 GERMANTOWN TN 38138 SFD 6.750 6.483 $2,244.15 360
7075360 WASHINGTON TWP NJ 07853 SFD 7.250 6.500 $3,083.44 360
7076888 CHINO HILLS CA 91709 SFD 7.125 6.500 $3,497.95 360
7084680 PARK CITY UT 84098 SFD 7.125 6.500 $2,358.01 360
7094296 PACIFICA CA 94044 SFD 7.125 6.500 $2,748.93 360
7098290 BASALT CO 81621 SFD 7.250 6.500 $3,410.88 360
7110536 CARLSBAD CA 92009 SFD 7.125 6.500 $2,408.54 360
7111419 NEW YORK NY 10031 SFD 7.500 6.500 $2,543.39 360
7117092 NAPLES FL 34105 PUD 7.125 6.500 $2,021.16 360
7122192 LOVELAND CO 80538 SFD 7.000 6.500 $1,829.58 360
7123990 MARTINSBURG WV 25401 SFD 7.500 6.500 $1,794.32 360
7138265 PHOENIX AZ 85045 PUD 7.250 6.500 $2,042.81 360
7141908 SAN DIEGO CA 92130 SFD 7.000 6.500 $3,610.26 360
7142752 SAN JOSE CA 95117 LCO 7.000 6.500 $793.37 360
7143276 CARNELIAN BAY CA 96140 SFD 7.250 6.500 $2,460.35 360
7154496 CALABASAS CA 91302 SFD 7.375 6.500 $2,392.50 360
7165792 DIVIDE CO 80814 SFD 7.625 6.500 $1,104.16 360
7169345 COTTONWOOD CA 96022 SFD 7.500 6.500 $2,936.70 360
7184777 WALPOLE MA 02081 SFD 6.750 6.483 $3,473.24 360
7185018 SUNSET HILLS MO 63128 SFD 7.250 6.500 $2,948.95 360
7189071 DENVER CO 80203 HCO 7.125 6.500 $1,684.30 360
7189072 SEA ISLE CITY NJ 08243 LCO 7.750 6.500 $895.52 360
7201196 OLD BRIDGE NJ 08857 PUD 7.750 6.500 $838.20 360
7201530 GILROY CA 95020 SFD 6.875 6.500 $1,911.66 360
7201882 SAN DIEGO CA 92130 SFD 7.000 6.500 $3,541.07 360
7205497 KALAMAZOO MI 49009 SFD 6.750 6.483 $1,232.34 360
7214290 WEST LINN OR 97068 SFD 7.250 6.500 $5,413.75 360
7215298 CHANHASSEN MN 55317 PUD 7.000 6.500 $1,962.64 360
7227154 WINCHESTER VA 22601 SFD 7.375 6.500 $1,989.14 360
7229545 UPPER FREEHOLD TW NJ 08501 SFD 7.125 6.500 $1,711.58 360
7235901 BOULDER CO 80302 SFD 7.375 6.500 $1,705.31 360
7259014 GRANGER IA 50109 SFD 7.000 6.500 $1,962.64 360
7283222 MT OLIVE TWP NJ 07828 SFD 7.250 6.500 $1,818.34 360
7283498 LAKE ALMANOR CA 96137 SFD 7.375 6.500 $725.21 360
7286170 DARNESTOWN MD 20878 SFD 6.750 6.483 $1,945.79 360
7316278 PRINCETON JCT NJ 08550 SFD 7.000 6.500 $3,126.92 360
7323134 READINGTON TWP NJ 08889 SFD 7.375 6.500 $3,037.67 360
7325165 YORBA LINDA CA 92887 SFD 6.625 6.358 $3,900.77 360
7328806 LAKE FOREST CA 92630 SFD 7.125 6.500 $1,645.99 312
7330237 DARNESTOWN MD 20878 SFD 6.750 6.483 $2,918.69 360
7330287 SAN DIEGO CA 92130 SFD 7.000 6.500 $3,197.11 360
7352434 HEBER CITY UT 84032 SFD 7.000 6.500 $1,969.30 360
7355351 YORBA LINDA CA 92887 SFD 7.000 6.500 $1,829.58 360
7373266 SAN DIEGO CA 92121 PUD 6.875 6.500 $2,323.56 360
7380308 SANTA ROSA CA 95409 SFD 7.000 6.500 $2,246.47 360
7381263 VALENCIA CA 91354 LCO 7.000 6.500 $798.36 360
7382045 CHESTERFIELD MO 63017 SFD 7.250 6.500 $2,319.40 360
7389459 ROCKVILLE MD 20850 SFD 7.000 6.500 $2,760.01 360
7391326 FORT COLLINS CO 80528 SFD 6.875 6.500 $1,988.35 360
7400056 HALF MOON BAY CA 94019 SFD 6.875 6.500 $3,187.42 360
7409542 LOS ANGELES CA 90068 LCO 7.750 6.500 $671.64 360
7409797 CLARKSTON MI 48348 SFD 7.250 6.500 $3,056.83 360
7416490 SEATTLE WA 98112 SFD 7.625 6.500 $4,848.39 360
7420497 COULTERVILLE CA 95311 SFD 7.125 6.500 $1,037.53 360
7430734 ROCKVILLE MD 20850 SFD 7.000 6.500 $3,065.05 360
7440280 LANGHORNE PA 19047 PUD 7.625 6.500 $1,248.12 360
7440512 WEST HILLS CA 91367 SFD 7.375 6.500 $3,588.28 360
7442551 OAK PARK CA 91301 SFD 6.750 6.483 $3,576.37 360
7442649 CAMARILLO CA 93012 SFD 7.375 6.500 $2,425.31 360
7443914 MURRIETA CA 93562 SFD 7.250 6.500 $1,723.52 360
7448102 HOPKINS MN 55343 SFD 7.000 6.500 $2,208.80 360
7448568 MAMMOTH LAKES CA 93546 LCO 7.250 6.500 $361.55 360
7450930 CRYSTAL LAKE IL 60012 SFD 7.250 6.500 $1,898.50 360
7455285 SAN DIEGO CA 92173 PUD 6.625 6.358 $1,913.57 360
7455408 RIDGWAY CO 81432 SFD 7.250 6.500 $2,387.62 360
7462083 BENICIA CA 94510 SFD 7.375 6.500 $1,937.58 360
7462561 CRANFORD NJ 07016 SFD 7.375 6.500 $2,486.43 360
7465216 MORGAN HILL CA 95037 SFD 7.250 6.500 $2,232.08 360
7467954 FAWNSKIN CA 92333 SFD 7.500 6.500 $922.96 360
7469005 OAK PARK CA 91301 SFD 6.625 6.358 $2,509.38 360
7482734 SAN DIEGO CA 92131 PUD 6.875 6.500 $2,956.18 360
7482806 LAUREL MD 20707 SFD 7.625 6.500 $1,971.21 360
7491478 IRVINE CA 92606 SFD 7.000 6.500 $1,992.76 360
7493609 ALPHARETTA GA 30022 SFD 7.250 6.500 $2,070.52 360
7495072 CASTLE ROCK CO 80104 PUD 7.375 6.500 $3,453.38 360
7508145 EAGLE ID 83616 SFD 7.000 6.500 $1,886.27 360
7513750 CARLSBAD CA 92009 PUD 7.000 6.500 $1,663.26 360
7520997 SNOWMASS CO 81654 PUD 7.125 6.500 $2,209.80 360
7525792 SANTEE CA 92071 SFD 7.500 6.500 $2,097.64 360
7529063 DEEPHAVEN MN 55391 SFD 6.750 6.483 $1,899.10 360
7529946 PALO ALTO CA 94303 SFD 6.875 6.500 $2,890.49 360
7531624 CAMARILLO CA 93012 SFD 7.250 6.500 $1,837.78 360
7535075 DALY CITY CA 94014 SFD 7.125 6.500 $2,012.84 360
7540564 MISSION VIEJO CA 92692 PUD 7.125 6.500 $2,502.80 360
7542575 SANTA CLARA CA 95051 SFD 7.375 6.500 $1,968.42 360
7542921 ST CHARLES IL 60175 SFD 7.125 6.500 $2,304.12 360
7544354 LITTLETON CO 80128 SFD 7.000 6.500 $2,260.03 360
7545213 SALINAS CA 93907 SFD 7.625 6.500 $1,781.87 360
7549433 BEVERLY HILLS CA 90212 LCO 7.250 6.500 $832.26 360
7550599 HOUSTON TX 77006 SFD 7.125 6.500 $2,371.49 360
7551587 CLE ELUM WA 98922 SFD 7.625 6.500 $1,061.69 360
7560700 CARLSBAD CA 92009 PUD 7.250 6.500 $3,107.31 360
7561529 LOS ANGELES CA 91340 LCO 8.000 6.500 $247.65 360
7561535 TELLURIDE CO 81435 LCO 7.375 6.500 $1,712.87 360
7562115 BEDMINSTER NJ 07921 SFD 7.750 6.500 $2,052.52 360
7563480 MAHWAH NJ 07670 LCO 7.250 6.500 $2,312.58 360
7563830 FALLS CHURCH VA 22046 SFD 6.500 6.233 $2,528.27 360
7565358 EDGEWATER MD 21037 SFD 7.250 6.500 $1,773.66 360
7565752 EMERYVILLE CA 94608 LCO 7.500 6.500 $2,622.05 360
7566373 PLEASANTON CA 94566 PUD 7.375 6.500 $3,971.38 360
7566768 CAMARILLO CA 93012 SFD 7.125 6.500 $2,135.01 360
7568183 ATKINSON NH 03811 SFD 7.250 6.500 $2,046.53 360
7568658 SAN DIEGO CA 92130 PUD 7.000 6.500 $2,362.82 360
7569674 BRISBANE CA 94005 LCO 7.250 6.500 $1,868.48 360
7569844 GLENVIEW IL 60025 SFD 7.000 6.500 $2,528.15 360
7570149 REDDING CA 96001 SFD 7.000 6.500 $1,969.30 360
7571629 GLENDALE CA 91214 SFD 7.500 6.500 $1,943.82 360
7572575 YONKERS NY 10705 SFD 7.375 6.500 $1,421.06 360
7573137 FALLS CHURCH VA 22046 SFD 6.500 6.233 $3,255.15 360
7573563 HOLUALOA HI 96725 LCO 7.375 6.500 $411.64 360
7579331 CAMARILLO CA 93012 SFD 7.250 6.500 $1,798.22 360
7579978 ROCHESTER MI 48307 SFD 7.125 6.500 $2,593.82 360
7580261 EDEN PRAIRIE MN 55347 PUD 7.750 6.500 $716.41 360
7580383 UNION CITY CA 94587 SFD 7.250 6.500 $2,014.52 360
7584049 MURRIETA CA 92562 SFD 7.625 6.500 $1,811.95 360
7585262 BENICIA CA 94510 SFD 6.875 6.500 $2,140.41 360
7587498 THOUSAND OAKS CA 91320 PUD 7.000 6.500 $1,975.95 360
7589106 ASPEN CO 81611 LCO 7.125 6.500 $4,333.36 360
7589365 SAN DEIGO CA 90402 SFD 7.250 6.500 $4,945.78 360
7590390 CARLSBAD CA 92009 SFD 7.000 6.500 $1,794.92 360
7590589 ALISO VIEJO AREA CA 92656 PUD 7.375 6.500 $2,943.66 360
7591725 NEENAH WI 54956 SFD 6.750 6.483 $1,852.40 360
7592412 ARLINGTON HEIGHTS IL 60005 SFD 7.375 6.500 $1,933.89 360
7593170 CHULA VISTA CA 91915 SFD 7.125 6.500 $1,810.28 360
7596229 COROLLA NC 27927 SFD 7.500 6.500 $3,496.07 360
7597480 ASPEN CO 81611 LCO 7.125 6.500 $1,347.44 360
7597513 BARRINGTON IL 60010 SFD 7.500 6.500 $1,963.39 360
7598203 PLEASANTON CA 94566 PUD 7.250 6.500 $1,807.77 360
7599108 CORONA CA 91719 SFD 7.000 6.500 $1,716.65 360
7599312 HOUSTON TX 77095 PUD 7.000 6.500 $2,457.52 360
7604211 PALM BEACH FL 33480 SFD 6.750 6.483 $2,294.09 360
7604818 FORT COLLINS CO 80524 SFD 7.000 6.500 $2,298.62 360
7605875 OAK RIDGE NC 27310 SFD 6.875 6.500 $1,653.82 360
7605980 SAN FRANCISCO CA 94112 SFD 6.750 6.483 $1,783.64 360
7606493 ATASCADERO CA 93422 SFD 7.500 6.500 $2,272.45 360
7606544 DULUTH GA 30097 PUD 7.250 6.500 $1,870.51 360
7608155 POOLESVILLE MD 20837 SFD 7.250 6.500 $2,488.58 360
7610281 NEW CANAAN CT 06840 SFD 7.125 6.500 $2,122.21 360
7610472 WEST BLOOMFIELD MI 48323 SFD 7.125 6.500 $4,732.87 360
7610724 SALT LAKE CITY UT 84109 SFD 7.250 6.500 $2,728.71 360
7612340 SANTA ANA CA 92705 SFD 7.125 6.500 $1,852.73 360
7614664 FREMONT CA 94536 SFD 7.375 6.500 $2,022.30 360
7615076 DANVILLE CA 94506 PUD 7.125 6.500 $2,893.53 360
7615129 FREMONT CA 94539 SFD 7.375 6.500 $3,323.97 360
7615476 WASHINGTON DC 20015 SFD 7.500 6.500 $1,817.26 360
7616255 CHULA VISTA CA 91915 SFD 7.375 6.500 $1,851.01 360
7616602 HUNTSVILLE TX 77340 SFD 6.875 6.500 $2,627.72 360
7617195 LAS VEGAS NV 89117 SFD 8.125 6.500 $885.43 360
7617781 TENAFLY BOROUGH NJ 07670 SFD 7.125 6.500 $3,466.28 360
7618681 RYE BROOK NY 10573 SFD 7.375 6.500 $2,331.03 360
7619822 LORTON VA 22079 SFD 6.875 6.500 $1,786.06 360
7620296 WESTHAMPTON NY 11977 SFD 7.125 6.500 $1,812.98 360
7620360 AKRON OH 44333 SFD 6.875 6.500 $2,496.33 360
7620930 NEWPORT COAST CA 92657 SFD 7.250 6.500 $4,303.71 360
7621196 VIRGINIA BEACH VA 23456 SFD 7.500 6.500 $1,705.73 360
7621240 EDEN PRAIRIE MN 55346 SFD 7.250 6.500 $2,428.55 360
7622122 CYPRESS CA 90630 SFD 7.500 6.500 $2,328.38 360
7622697 THOUSAND OAKS CA 91362 SFD 6.875 6.500 $1,182.47 360
7622737 FALLS CHURCH VA 22044 SFD 7.000 6.500 $2,328.56 360
7622912 MORRISON CO 80465 SFD 7.750 6.500 $938.50 360
7622934 AVALON NJ 08202 SFD 6.500 6.233 $3,160.34 360
7624760 PISMO BEACH CA 93449 SFD 7.250 6.500 $2,217.07 360
7625926 SAN DIEGO CA 92173 SFD 7.125 6.500 $1,933.24 360
7626203 ATLANTA GA 30327 SFD 8.000 6.500 $2,316.86 360
7629781 LIBERTYVILLE IL 60048 SFD 7.250 6.500 $3,796.31 360
7629947 PHOENIX AZ 85013 SFD 6.750 6.483 $2,107.94 360
7630443 INVER GROVE HEIGH MN 55075 SFD 7.250 6.500 $1,855.52 360
7630634 IRVINE CA 92602 SFD 6.875 6.500 $1,970.79 360
7630636 SILVERTHORNE CO 80498 SFD 7.250 6.500 $1,023.26 360
7631084 PASADENA CA 91105 SFD 7.375 6.500 $2,558.95 360
7631998 SAN JOSE CA 95117 SFD 7.125 6.500 $1,778.62 360
7633448 SAN FRANCISCO CA 94133 LCO 7.375 6.500 $2,636.31 360
7633809 MAHWAH NJ 07430 LCO 7.250 6.500 $2,578.63 360
7633978 WASHINGTON DC 20007 SFD 7.250 6.500 $3,547.32 360
7635306 DENVER CO 80236 SFD 7.500 6.500 $1,590.71 360
7636731 SAN JOSE CA 95133 SFD 7.000 6.500 $1,962.64 360
7637187 PARK CITY UT 84098 SFD 7.625 6.500 $1,064.52 360
7637927 RANCHO MIRAGE CA 92270 SFD 7.125 6.500 $2,344.54 360
7638543 DANA POINT CA 92629 PUD 7.000 6.500 $2,960.60 360
7639472 BATTLE CREEK MI 49017 SFD 7.000 6.500 $1,916.07 360
7639606 CHINO HILLS CA 91709 SFD 7.125 6.500 $2,332.75 360
7640454 FAIRFAX CA 94930 SFD 8.000 6.500 $2,344.38 360
7641928 COLORADO SPRINGS CO 80919 SFD 7.250 6.500 $1,910.09 360
7642554 CHINO HILLS CA 91709 SFD 6.875 6.500 $2,397.79 360
7642613 CAMDEN ME 04843 SFD 7.250 6.500 $2,575.22 360
7642615 OAKLAND CA 94611 SFD 6.875 6.500 $2,131.73 360
7642777 MORAGA CA 94556 SFD 7.000 6.500 $2,967.25 360
7642839 CHARLESTOWN MA 02129 LCO 6.875 6.500 $2,680.27 360
7642877 MINNETONKA MN 55305 SFD 7.250 6.500 $2,455.83 360
7642898 CAPISTRANO BEACH CA 92624 SFD 7.000 6.500 $2,288.64 360
7642921 SAN CLEMENTE CA 92673 SFD 7.125 6.500 $5,423.43 360
7643464 HAWORTH BOROUGH NJ 07624 SFD 7.250 6.500 $1,910.09 360
7643493 PRINCETON TWP NJ 08540 SFD 7.125 6.500 $3,301.22 360
7643572 WILMINGTON DE 19807 SFD 6.500 6.233 $2,673.65 360
7644372 SCOTTSDALE AZ 85255 SFD 7.250 6.500 $1,943.86 360
7644648 JOHNSTON IA 50131 SFD 7.125 6.500 $2,432.12 360
7644874 BENICIA CA 94510 SFD 7.125 6.500 $2,564.98 360
7644883 LONGMONT CO 80503 SFD 7.125 6.500 $2,863.30 360
7646936 CLARKSTON MI 48346 LCO 7.625 6.500 $2,434.81 360
7647092 OAK PARK CA 91377 PUD 7.125 6.500 $3,306.27 360
7647947 TUSTIN CA 92782 SFD 7.125 6.500 $1,583.24 360
7648815 CUMMING GA 30041 SFD 7.500 6.500 $2,363.35 360
7649344 SANTA ANA CA 92705 SFD 7.250 6.500 $2,558.16 360
7649412 CUPERTINO CA 95014 SFD 7.250 6.500 $3,438.17 360
7650105 ATLANTA GA 30342 SFD 6.875 6.500 $1,970.79 360
7650140 LOS ANGELES CA 90066 SFD 7.375 6.500 $3,341.14 360
7652242 BURNSVILLE MN 55306 SFD 7.250 6.500 $2,421.73 360
7652331 MORRIS TOWNSHIP NJ 07960 SFD 7.375 6.500 $2,175.63 360
7652476 PHILADELPHIA PA 19118 SFD 7.500 6.500 $4,419.04 360
7653222 WABAN MA 02468 SFD 7.875 6.500 $2,102.70 360
7653463 WINTER GARDEN FL 34787 PUD 7.500 6.500 $3,034.59 360
7653590 MONTROSE CO 81401 SFD 7.125 6.500 $1,751.67 360
7654009 BELLEVUE WA 98008 SFD 7.500 6.500 $3,272.32 360
7654715 LAKEVILLE MN 55044 SFD 7.250 6.500 $1,855.18 360
7654868 MORGAN HILL CA 95037 SFD 7.500 6.500 $2,150.08 360
7655003 AFTON OK 74331 SFD 7.500 6.500 $2,804.55 360
7655358 ENGLEWOOD NJ 07631 SFD 7.625 6.500 $2,831.17 360
7655439 BASALT CO 81621 PUD 7.125 6.500 $1,832.51 360
7656555 CARMEL CA 93923 SFD 7.000 6.500 $3,326.51 360
7657036 BOULDER CO 80303 SFD 7.125 6.500 $5,187.63 360
7657100 BELLEVUE WA 98006 SFD 7.375 6.500 $3,453.38 360
7657987 BENICIA CA 94510 SFD 7.250 6.500 $2,056.76 360
7658258 MISSION VIEJO CA 92692 SFD 6.750 6.483 $2,334.95 360
7658401 TARPON SPRINGS FL 34689 SFD 8.125 6.500 $2,208.93 360
7658413 ATLANTA GA 30328 SFD 7.250 6.500 $1,800.95 360
7658646 WALNUT CREEK CA 94596 SFD 7.375 6.500 $4,489.39 360
7658975 TRINIDAD CO 81082 SFD 7.750 6.500 $952.83 360
7659125 SAN RAFAEL CA 94901 SFD 7.500 6.500 $1,809.22 360
7659238 FAIRFAX CA 94930 SFD 7.375 6.500 $2,417.36 360
7659384 BRIGHTON CO 80601 SFD 7.000 6.500 $2,262.03 360
7659589 WESTPORT CT 06880 SFD 7.000 6.500 $6,653.03 360
7659800 SAN DIMAS CA 91773 SFD 6.875 6.500 $2,463.48 360
7660125 WESTON FL 33327 PUD 7.000 6.500 $2,542.45 360
7660492 ALBUQUERQUE NM 87111 SFD 7.250 6.500 $2,408.63 360
7660737 CHARLOTTE NC 28211 SFD 7.000 6.500 $2,641.25 360
7661009 MINNEAPOLIS MN 55414 LCO 7.375 6.500 $1,740.50 360
7661200 ASPEN CO 81611 LCO 7.375 6.500 $2,719.53 360
7661519 HOLMDEL NJ 07733 SFD 7.375 6.500 $2,762.70 360
7661672 ANAHEIM CA 92808 SFD 7.125 6.500 $2,425.39 360
7662928 DANVILLE CA 94526 SFD 7.250 6.500 $2,259.37 360
7663073 CASTRO VALLEY CA 94552 PUD 7.500 6.500 $2,422.78 360
7663634 MIAMI BEACH FL 33140 SFD 7.000 6.500 $3,073.70 360
7663799 SNOWMASS VILLAGE CO 81615 LCO 7.250 6.500 $4,202.21 360
7664511 PLEASANTON CA 94566 SFD 6.875 6.500 $2,159.98 360
7664803 ATLANTA GA 30307 SFD 7.000 6.500 $2,086.39 360
7665262 MINNETONKA MN 55391 SFD 7.375 6.500 $1,449.90 360
7665390 STILLWATER MN 55082 SFD 7.375 6.500 $2,659.10 360
7665567 GOLDEN CO 80401 PUD 7.125 6.500 $1,852.73 360
7665654 LITTLETON CO 80121 SFD 7.250 6.500 $2,974.29 360
7665822 SHERMAN OAKS CA 91403 SFD 7.250 6.500 $3,410.88 360
7665852 PARADISE VALLEY AZ 85253 SFD 8.000 6.500 $7,337.65 360
7666399 COSTA MESA CA 92627 LCO 7.375 6.500 $1,087.81 360
7666432 SACRAMENTO CA 95831 SFD 7.000 6.500 $2,528.15 360
7666555 OAK PARK CA 91377 SFD 7.000 6.500 $3,315.20 360
7666682 CAMPBELL CA 95008 SFD 7.000 6.500 $2,069.09 360
7666974 DAYTON OH 45458 SFD 7.125 6.500 $2,829.62 360
7667127 GLENDALE AZ 85308 SFD 6.875 6.500 $1,744.15 360
7667565 CHINO HILLS CA 91709 SFD 7.125 6.500 $2,139.73 360
7668356 ARLINGTON HEIGHTS IL 60004 SFD 7.250 6.500 $2,217.07 360
7668557 SAN JOSE CA 95131 SFD 7.500 6.500 $1,879.84 360
7669017 RANCHO SANTA MARG CA 92688 SFD 7.000 6.500 $1,615.35 360
7669046 PLEASANTON CA 94588 SFD 7.250 6.500 $2,373.97 360
7669076 RESTON VA 20191 SFD 6.750 6.483 $1,712.30 360
7670125 YORBA LINDA CA 92886 SFD 7.250 6.500 $3,097.08 360
7670941 OKLAHOMA CITY OK 73120 SFD 7.875 6.500 $2,719.01 360
7671977 TORRANCE CA 90505 SFD 7.250 6.500 $2,148.86 360
7672085 WICHITA FALLS TX 76309 SFD 6.875 6.500 $3,843.03 360
7672102 EVANSTON IL 60201 SFD 7.500 6.500 $2,901.74 360
7672376 BELLEVUE WA 98006 SFD 7.500 6.500 $4,894.50 360
7672435 FORT COLLINS CO 80528 SFD 7.125 6.500 $2,139.73 360
7672671 LOS ANGELES CA 90039 SFD 7.125 6.500 $2,088.53 360
7672695 SALINAS CA 93908 SFD 6.875 6.500 $2,353.43 360
7672816 ACTON CA 93510 SFD 7.750 6.500 $2,552.22 360
7672905 ALISO VIEJO AREA CA 92656 SFD 7.250 6.500 $3,129.82 360
7672953 HONOLULU HI 96822 SFD 6.875 6.500 $3,284.64 360
7673200 WILMINGTON NC 28409 SFD 7.000 6.500 $1,942.68 360
7673487 CORONADO CA 92118 SFD 7.750 6.500 $1,647.75 360
7675155 BETHESDA MD 20817 SFD 6.750 6.483 $1,759.00 360
7675158 WASHINGTON DC 20009 SFD 7.125 6.500 $2,123.56 360
7675501 CARLSBAD CA 92009 LCO 7.000 6.500 $685.26 360
7675688 MILLBURN NJ 07078 SFD 7.375 6.500 $2,486.43 360
7675715 WILMETTE IL 60091 SFD 7.625 6.500 $4,317.54 360
7675799 GILROY CA 95020 SFD 7.250 6.500 $2,260.48 240
7676323 BERNARDS TWP NJ 07920 SFD 7.500 6.500 $2,237.49 360
7676989 PARK CITY UT 84060 SFD 7.000 6.500 $3,173.49 360
7677320 HAYWARD CA 94544 SFD 7.125 6.500 $1,728.09 360
7677714 EL SEGUNDO CA 90245 MF2 7.375 6.500 $2,237.79 360
7677858 REDMOND WA 98053 SFD 6.750 6.483 $2,542.50 360
7678011 CHAPEL HILL NC 27514 SFD 7.250 6.500 $2,046.53 360
7678734 SNOWMASS VILLAGE CO 81615 SFD 7.250 6.500 $3,390.42 360
7678836 COCOA BEACH FL 32931 SFD 6.750 6.483 $1,919.85 360
7678906 NORFOLK VA 23508 SFD 6.875 6.500 $2,266.40 360
7678928 MILL VALLEY CA 94941 SFD 7.000 6.500 $5,156.09 360
7679399 TROY MI 48098 SFD 6.875 6.500 $1,642.32 360
7679559 BASALT CO 81621 SFD 7.375 6.500 $2,002.96 360
7680133 PALOUSE WA 99161 SFD 7.500 6.500 $1,859.91 360
7680557 SAN JOSE CA 95123 SFD 7.125 6.500 $2,299.74 360
7682030 CINCINNATI OH 45243 SFD 7.250 6.500 $3,194.63 360
7682116 PAYETTE ID 83661 SFD 6.500 6.233 $1,800.13 360
7682150 LONGMONT CO 80501 PUD 7.500 6.500 $1,893.12 360
7682465 PACIFICA CA 94044 SFD 7.500 6.500 $2,181.55 360
7682596 CHICAGO IL 60657 HCO 7.375 6.500 $2,458.80 360
7682696 NEW HARMONY UT 84757 SFD 7.500 6.500 $2,027.72 360
7682715 IRVINE CA 92620 SFD 7.250 6.500 $2,967.47 360
7682726 BONITA CA 91902 SFD 7.000 6.500 $1,910.73 240
7682824 RENO NV 89509 SFD 7.250 6.500 $2,223.89 360
7682844 PALM DESERT CA 92211 SFD 7.625 6.500 $867.05 360
7682906 LAS VEGAS NV 89134 SFD 7.125 6.500 $1,697.77 360
7682923 LITTLETON CO 80123 SFD 7.125 6.500 $2,105.71 360
7683003 LAGUNA BEACH CA 92651 SFD 7.375 6.500 $3,453.38 360
7683177 PISMO BEACH CA 93449 SFD 7.125 6.500 $1,785.35 360
7683256 WOODLAND HILLS CA 91364 SFD 7.000 6.500 $1,763.05 360
7683282 NOVATO CA 94945 SFD 6.625 6.358 $3,150.33 360
7683393 REHOBOTH BEACH DE 19971 SFD 7.625 6.500 $3,335.12 360
7683912 CINCINNATI OH 45242 SFD 7.250 6.500 $2,947.00 360
7684026 ASPEN CO 81611 LCO 7.250 6.500 $1,136.51 360
7684361 EDINA MN 55424 SFD 7.125 6.500 $3,665.03 360
7684652 OAKLAND CA 94611 SFD 7.250 6.500 $2,302.35 360
7684718 TEANECK TWNSP NJ 07666 SFD 7.250 6.500 $1,166.52 360
7684844 EULESS TX 76039 SFD 6.875 6.500 $693.72 360
7685141 NEWPORT BEACH CA 92657 SFD 7.250 6.500 $6,821.76 360
7685496 COLORADO SPRINGS CO 80906 SFD 7.250 6.500 $1,978.31 360
7686301 HOLLISTER CA 95023 SFD 6.875 6.500 $1,959.89 360
7686970 SAN FRANCISCO CA 94131 SFD 7.250 6.500 $4,434.15 360
7687459 SCOTTSDALE AZ 85259 SFD 7.125 6.500 $3,132.79 360
7687735 THE WOODLANDS TX 77382 SFD 7.125 6.500 $2,656.47 360
7687846 ROWLAND HEIGHTS CA 91748 SFD 7.250 6.500 $2,335.77 360
7687877 EL CAJON CA 92020 SFD 7.250 6.500 $1,964.67 360
7688225 ALEXANDRIA VA 22302 SFD 7.125 6.500 $1,765.14 360
7688274 ANN ARBOR MI 48103 SFD 7.000 6.500 $1,743.09 360
7688388 CAMPBELL CA 95008 SFD 6.875 6.500 $3,232.09 360
7688451 RENO NV 89511 SFD 7.500 6.500 $2,340.97 360
7688480 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $1,862.34 360
7688740 GRAPEVINE TX 76051 PUD 6.875 6.500 $1,576.63 360
7688904 SOUTH PASADENA CA 91030 SFD 6.875 6.500 $5,255.43 360
7688958 NIWOT CO 80503 SFD 6.750 6.483 $2,630.71 360
7689000 LEXINGTON MA 02173 SFD 7.375 6.500 $1,730.14 360
7689756 AURORA CO 80015 SFD 7.750 6.500 $2,887.14 360
7689990 SAUSALITO CA 94939 SFD 7.250 6.500 $6,821.76 360
7690374 SAN JOSE CA 95133 SFD 7.375 6.500 $1,933.89 360
7690626 DOVE CANYON CA 92679 PUD 7.250 6.500 $2,401.26 360
7690638 PEBBLE BEACH CA 93953 SFD 7.000 6.500 $5,854.66 360
7690890 DANVILLE CA 94526 SFD 7.250 6.500 $2,150.22 360
7690914 RIVERSIDE CA 92506 SFD 7.000 6.500 $2,538.13 360
7690919 MANASSAS VA 20111 SFD 7.500 6.500 $2,080.16 360
7690963 PACIFIC GROVE CA 93950 SFD 7.250 6.500 $2,174.44 360
7691035 LA VERNE (AREA) CA 91750 SFD 7.250 6.500 $2,510.41 360
7691060 REDWOOD CITY CA 94062 SFD 7.000 6.500 $2,494.88 360
7691321 ATLANTA GA 30319 SFD 7.375 6.500 $2,204.63 360
7691681 SSAQUAH WA 98027 SFD 7.250 6.500 $1,719.08 360
7691979 SAN JOSE CA 95125 SFD 7.125 6.500 $2,021.16 360
7692519 ST CHARLES IL 60174 SFD 6.000 5.733 $2,062.45 360
7692521 MAPLE GROVE MN 55311 SFD 6.875 6.500 $1,863.84 360
7692962 VIRGINIA BEACH VA 23457 SFD 7.125 6.500 $2,182.85 360
7693414 PARADISE VALLEY AZ 85253 SFD 7.250 6.500 $2,728.71 360
7693423 DANVILLE CA 92506 SFD 7.500 6.500 $2,847.20 360
7693482 HOLLISTER CA 95023 SFD 6.750 6.483 $2,189.41 360
7693792 FOLSOM CA 95630 SFD 7.375 6.500 $2,072.03 360
7693970 BARRINGTON IL 60010 SFD 7.000 6.500 $3,406.35 360
7694835 PACIFIC PALASADES CA 90272 LCO 7.375 6.500 $2,724.71 360
7695278 BENICIA CA 94510 SFD 7.500 6.500 $2,285.73 360
7695333 BENICIA CA 94510 SFD 7.500 6.500 $2,051.50 360
7696759 BENICIA CA 94510 SFD 7.250 6.500 $2,133.85 360
7696878 WALTHAM MA 02451 LCO 6.875 6.500 $2,012.83 360
7696984 MILL VALLEY CA 94941 PUD 7.250 6.500 $2,046.53 360
7697129 SAN JOSE CA 95129 SFD 7.000 6.500 $1,936.03 360
7697666 UNION CITY CA 94587 SFD 7.000 6.500 $1,796.32 360
7697871 ELK GROVE CA 95758 PUD 6.750 6.483 $1,797.38 360
7697918 FAIRFIELD CA 94533 PUD 7.375 6.500 $1,755.01 360
7698176 ANDOVER MN 55304 SFD 7.500 6.500 $1,982.27 360
7698596 PORTLAND OR 97229 SFD 7.375 6.500 $3,729.65 360
7698605 CORONADO CA 92118 SFD 7.375 6.500 $2,486.43 360
7698638 STEAMBOAT SPRINGS CO 80477 SFD 7.000 6.500 $6,553.23 360
7698764 MAHWAH TOWNSHIP NJ 07430 SFD 7.500 6.500 $2,209.52 360
7698803 SANTA CRUZ CA 95060 SFD 6.875 6.500 $3,153.26 360
7699025 PALOS VERDES EST CA 90274 SFD 6.875 6.500 $2,463.48 360
7699094 MANHATTAN BEACH CA 90266 SFD 7.000 6.500 $6,486.70 360
7699806 LAGUNA NIGUEL CA 92677 SFD 7.500 6.500 $2,359.50 360
7700072 TELLURIDE CO 81435 SFD 7.375 6.500 $2,513.60 240
7700824 LOS ALTOS CA 94022 SFD 6.875 6.500 $2,709.83 360
7701129 CARY IL 60013 SFD 7.250 6.500 $2,182.96 360
7701311 EDINA MN 55424 SFD 7.000 6.500 $2,069.09 360
7701650 LITHONIA GA 30058 SFD 7.500 6.500 $1,992.76 360
7702625 EVANSTON IL 60202 SFD 8.000 6.500 $4,769.47 360
7703131 WOODSTOCK GA 30189 PUD 6.875 6.500 $2,062.76 360
7703241 SEAL BEACH CA 90740 SFD 6.875 6.500 $1,701.45 360
7703469 DECATUR GA 30033 SFD 6.875 6.500 $1,848.60 360
7703543 BURLINGAME CA 94010 SFD 7.000 6.500 $2,494.88 360
7704515 PARK CITY UT 84098 SFD 7.375 6.500 $2,009.86 360
7704552 WALNUT CREEK CA 94596 SFD 7.000 6.500 $1,756.40 360
7704851 CHEVY CHASE MD 20815 LCO 6.875 6.500 $2,956.18 360
7705139 BEND OR 97702 SFD 7.500 6.500 $1,959.55 360
7705186 SHERWOOD OR 97140 SFD 7.500 6.500 $1,727.06 360
7705595 STOCKTON CA 95212 SFD 7.375 6.500 $2,279.23 360
7705617 HOT SPRGS VILLAGE AR 71909 SFD 7.250 6.500 $2,017.88 360
7706073 HOPKINTON NH 03229 SFD 7.625 6.500 $2,286.17 360
7706381 STEAMBOAT SPRINGS CO 80477 SFD 7.250 6.500 $2,955.87 360
7707109 SOLON IA 52333 SFD 7.250 6.500 $2,073.82 360
7707743 SNOWMASS CO 81654 SFD 7.125 6.500 $2,694.87 360
7707860 MT. AIRY MD 21771 SFD 7.875 6.500 $2,175.21 360
7707896 PARK CITY UT 84060 PUD 7.125 6.500 $2,273.19 360
7708305 WALLINGFORD CT 06492 SFD 7.375 6.500 $2,635.62 360
7708496 LAGUNA NIGUEL CA 92677 SFD 7.250 6.500 $2,221.36 288
7708831 LAS VEAGS NV 89107 SFD 7.500 6.500 $2,202.53 360
7709454 PLEASANTON CA 94566 SFD 6.500 6.233 $4,108.44 360
7709576 ATLANTA GA 30306 MF2 7.250 6.500 $2,240.95 360
7709684 DURANGO CO 81301 SFD 7.000 6.500 $4,397.65 360
7709755 LOS ANGELES CA 91364 SFD 7.500 6.500 $2,696.17 360
7710036 ESCONDIDO CA 92026 SFD 7.375 6.500 $1,933.89 360
7710152 POWAY CA 92064 SFD 7.125 6.500 $2,452.34 360
7710856 MICHIGAN CITY IN 46360 SFD 7.750 6.500 $2,435.80 360
7710988 BASALT CO 81621 SFD 7.250 6.500 $2,521.32 360
7711189 DURANGO CO 81301 SFD 7.250 6.500 $3,001.58 360
7711831 GRANITE BAY CA 95746 PUD 6.875 6.500 $2,326.18 360
7711977 WESTLAKE VILLAGE CA 91362 SFD 7.125 6.500 $2,155.90 360
7711978 LAKE FOREST CA 92630 PUD 6.875 6.500 $2,254.58 360
7712030 PLAYA DEL REY CA 90293 SFD 7.125 6.500 $3,368.59 360
7712289 YORBA LINDA CA 92886 SFD 7.250 6.500 $2,016.51 360
7712759 ANN ARBOR MI 48105 SFD 7.375 6.500 $1,983.62 360
7713061 SARATOGA CA 95070 SFD 7.000 6.500 $3,911.98 360
7713764 LITTLETON CO 80123 SFD 7.375 6.500 $2,590.03 360
7713871 BOULDER CO 80302 SFD 7.000 6.500 $6,297.01 360
7713939 SAN DIEGO CA 92037 SFD 7.500 6.500 $6,607.58 360
7714282 REDWOOD CITY CA 94062 PUD 7.375 6.500 $3,108.04 360
7714377 ORANGE CA 92867 PUD 7.375 6.500 $5,276.76 360
7714589 DANVILLE CA 94506 SFD 7.125 6.500 $3,638.08 360
7715474 BROKEN ARROW OK 74012 SFD 7.375 6.500 $2,439.81 360
7715639 BLAIRSTOWN NJ 07825 SFD 7.875 6.500 $2,030.19 360
7715777 CHANDLER AZ 85224 SFD 7.125 6.500 $2,042.71 360
7715797 IRVINE CA 92604 SFD 7.125 6.500 $1,943.74 240
7716573 SAN JOSE CA 95123 SFD 7.500 6.500 $2,083.66 360
7717099 ATLANTA GA 30319 SFD 7.250 6.500 $1,880.76 360
7717149 RENO NV 89509 SFD 7.500 6.500 $2,912.23 360
7717191 MOUND MN 55364 SFD 7.125 6.500 $2,051.47 360
7718093 AVALON CA 90704 SFD 7.125 6.500 $2,155.90 360
7718428 COTO DE CAZA AREA CA 92679 SFD 7.125 6.500 $2,169.37 360
7718528 FORT COLLINS CO 80524 SFD 6.875 6.500 $2,429.98 360
7718638 SAN CLEMENTE CA 92673 SFD 7.250 6.500 $5,147.02 360
7718941 BOULDER CO 80304 SFD 7.000 6.500 $1,995.91 360
7719053 NOVATO CA 94949 SFD 7.375 6.500 $2,127.28 360
7719479 CLARKSVILLE MD 21029 SFD 6.750 6.483 $2,205.23 360
7720136 LAFAYETTE CO 80026 SFD 7.875 6.500 $1,363.13 360
7720191 MARIETTA GA 30068 SFD 6.750 6.483 $2,903.51 360
7720225 ATLANTA GA 30309 SFD 6.750 6.483 $2,633.31 360
7720918 STOCKTON CA 95212 SFD 6.875 6.500 $1,944.51 360
7721226 SAN JOSE CA 95123 SFD 7.000 6.500 $2,029.17 360
7721413 BERKELEY CA 94705 SFD 7.375 6.500 $3,142.57 360
7722451 DOYLESTOWN PA 18901 SFD 7.500 6.500 $1,929.83 360
7722699 BELMONT CA 94002 SFD 7.000 6.500 $2,561.41 360
7722920 SEATTLE WA 98118 SFD 7.000 6.500 $2,050.60 360
7723470 KILDEER IL 60047 SFD 7.125 6.500 $2,260.33 360
7723605 GLENBROOK NV 89413 SFD 7.875 6.500 $2,175.21 360
7723739 ST CHARLES MO 63304 SFD 7.000 6.500 $3,459.57 360
7723892 DES MOINES IA 50312 SFD 6.875 6.500 $3,012.02 360
7724106 LAS VEGAS NV 89117 SFD 7.125 6.500 $3,570.71 360
7724218 BALD HEAD ISLAND NC 28461 SFD 7.125 6.500 $2,661.19 360
7724260 DENVER CO 80210 SFD 7.250 6.500 $866.70 360
7724698 MILLER PLACE NY 11764 SFD 7.125 6.500 $2,748.77 360
7724987 LAS VEGAS NV 89117 SFD 7.875 6.500 $1,911.28 360
7725054 CARBONDALE CO 81623 SFD 7.250 6.500 $2,966.96 360
7725499 SAN RAFAEL CA 94903 SFD 7.000 6.500 $1,783.01 360
7725529 WALNUT CREEK CA 94598 SFD 7.375 6.500 $2,458.80 360
7725595 GLENDALE CA 91202 SFD 7.500 6.500 $3,146.47 360
7725608 ATLANTA GA 30306 MF3 6.875 6.500 $2,522.61 360
7725670 SAN MATEO CA 94402 SFD 7.375 6.500 $6,043.41 360
7725683 BETHESDA MD 20817 SFD 7.000 6.500 $1,678.00 360
7726024 BRIGHTON CO 80601 SFD 7.375 6.500 $1,897.93 360
7726202 KIRKLAND WA 98034 SFD 7.250 6.500 $3,069.79 360
7726386 LOS OSOS CA 93402 SFD 7.000 6.500 $2,395.09 360
7726403 BENICIA CA 94510 SFD 7.250 6.500 $1,969.78 360
7726499 NEWPORT BEACH CA 92660 SFD 7.125 6.500 $1,870.58 360
7726505 FOUNTAIN HILLS AZ 85268 SFD 7.375 6.500 $2,538.23 360
7726809 SAN MATEO CA 94403 SFD 6.875 6.500 $2,470.05 360
7726878 SALT LAKE CITY UT 84105 SFD 7.125 6.500 $1,995.89 360
7727642 POTOMAC MD 20854 SFD 7.375 6.500 $2,714.35 360
7727804 BLOOMFIELD HILLS MI 48301 SFD 7.250 6.500 $3,187.47 360
7728340 MORRISVILLE NC 27560 SFD 7.375 6.500 $2,103.99 360
7729343 FALLS CHURCH VA 22042 SFD 6.500 6.233 $1,896.20 360
7729440 MCKINNEY TX 75069 SFD 7.625 6.500 $1,942.89 360
7729557 SAN MATEO CA 94402 SFD 7.000 6.500 $1,929.38 360
7729973 GLENVIEW IL 60025 SFD 7.125 6.500 $3,031.06 360
7730085 DALLAS TX 75218 SFD 7.750 6.500 $1,192.11 360
7730424 FARMINGTON HILLS MI 48331 LCO 7.375 6.500 $4,373.35 360
7730529 ATLANTA GA 30318 SFD 7.250 6.500 $1,872.57 360
7730751 BRECKENRIDGE CO 80424 PUD 7.000 6.500 $3,326.51 360
7730942 GLEN ALLEN VA 23060 PUD 7.000 6.500 $1,909.42 360
7731186 SEAL BEACH CA 90740 SFD 7.000 6.500 $2,070.75 360
7731579 SAN DIEGO CA 92130 SFD 6.875 6.500 $2,153.08 360
7731618 DURHAM NC 27703 SFD 6.500 6.233 $1,580.17 360
7731651 ATLANTA GA 30309 SFD 7.000 6.500 $2,533.47 360
7731971 MILL VALLEY CA 94941 SFD 7.375 6.500 $2,686.73 360
7732327 LINCOLN CA 95648 SFD 7.250 6.500 $1,768.20 360
7734045 LAFAYETTE CA 94549 PUD 6.875 6.500 $3,100.70 360
7734074 SAUSALITO CA 94965 SFD 7.375 6.500 $3,764.18 360
7734327 SAN DIEGO CA 92037 SFD 7.125 6.500 $6,376.07 360
7734533 MONUMENT CO 80132 SFD 6.750 6.483 $1,816.07 360
7734565 WEST BLOOMFIELD MI 48324 SFD 7.125 6.500 $2,382.63 312
7734979 INDIAN HARBOUR BE FL 32937 SFD 7.375 6.500 $2,072.03 360
7735239 SAN DIEGO CA 92128 SFD 7.000 6.500 $2,136.95 360
7736034 ZIONSVILLE IN 46077 SFD 7.250 6.500 $2,886.97 360
7736233 TUSTIN CA 92782 SFD 7.250 6.500 $2,210.25 360
7736303 MILPITAS CA 95035 SFD 6.875 6.500 $2,308.45 360
7736341 LOS ALTOS CA 94024 SFD 6.875 6.500 $2,562.02 360
7736851 DANVILLE CA 94506 SFD 6.875 6.500 $2,299.25 360
7737375 CASTLE ROCK CO 80104 SFD 7.000 6.500 $5,003.07 360
7737482 NORCROSS GA 30092 SFD 6.875 6.500 $1,806.55 360
7737563 SANTA CRUZ CA 95066 SFD 7.250 6.500 $3,813.37 360
7738650 LOMA CO 81524 SFD 7.250 6.500 $1,717.38 360
7738688 VENTURA CA 93003 SFD 7.250 6.500 $3,438.17 360
7738816 ANAHEIM CA 92807 SFD 7.250 6.500 $1,023.26 360
7739610 ALPHARETTA GA 30005 PUD 8.125 6.500 $1,989.04 360
7740281 LAGUNA HILLS CA 92653 SFD 7.000 6.500 $5,322.42 360
7740779 PISMO BEACH CA 93449 SFD 7.500 6.500 $4,195.29 360
7741634 KELLER TX 76248 SFD 7.000 6.500 $2,221.71 360
7742590 OCEAN CITY NJ 08226 SFD 7.500 6.500 $2,293.42 360
7743109 WILSONVILLE OR 97070 SFD 6.500 6.233 $2,054.22 360
7744588 SAN JOSE CA 95135 SFD 7.125 6.500 $2,996.03 360
7745060 STONE HARBOR NJ 08247 SFD 7.500 6.500 $3,654.37 360
7745262 SAN CLEMENTE CA 92672 SFD 7.125 6.500 $1,913.36 360
7745295 ATLANTA GA 30305 SFD 7.750 6.500 $2,149.24 360
7745885 BELLEVUE WA 98006 SFD 6.875 6.500 $6,569.29 360
7747729 NORTHVILLE MI 48167 SFD 7.500 6.500 $2,440.26 360
7747882 DISCOVERY BAY CA 94514 SFD 7.375 6.500 $1,895.21 360
7749357 SAN JOSE CA 95125 SFD 7.250 6.500 $2,908.80 360
7749987 SAN JOSE CA 95124 SFD 7.125 6.500 $1,987.47 360
7749993 BASALT CO 81621 SFD 7.375 6.500 $2,272.32 360
7750601 SALT LAKE CITY UT 84109 SFD 7.375 6.500 $2,299.22 360
7754011 NEWPORT COAST CA 92657 PUD 7.250 6.500 $2,046.53 360
7755935 THE WOODLANDS TX 77382 PUD 7.000 6.500 $2,655.89 360
7758519 WASHINGTON CROSSI PA 18977 SFD 7.125 6.500 $3,179.95 360
7758822 SARATOGA CA 95070 SFD 7.750 6.500 $3,223.85 360
7759879 SAN CLEMENTE CA 92673 PUD 7.500 6.500 $2,674.50 360
7761611 SUNRISE BEACH TX 78643 SFD 7.625 6.500 $2,799.32 360
7762430 SAN JOSE CA 95132 SFD 7.625 6.500 $2,163.02 360
7776651 LAFAYETTE CO 80026 SFD 7.250 6.500 $3,410.88 360
7782199 MORGAN HILL CA 95037 SFD 7.625 6.500 $1,861.50 360
7791052 LOS ANGELES CA 90027 SFD 7.875 6.500 $2,737.86 360
4643081 MIDWAY CITY CA 92655 SFD 7.750 6.500 $558.94 300
4785090 BASTROP TX 78602 SFD 7.000 6.500 $2,162.24 360
4801065 LEANDER TX 78645 SFD 7.375 6.500 $3,660.58 360
4828023 NEW CANAAN CT 06840 SFD 7.250 6.500 $1,875.99 360
4837378 BONITA SPRINGS FL 34134 SFD 6.875 6.500 $2,299.26 360
4844529 BROOKLYN NY 11229 SFD 7.625 6.500 $1,840.26 360
4845900 BOERNE TX 78006 SFD 7.125 6.500 $1,819.05 360
4848055 HINSDALE IL 60521 SFD 7.250 6.500 $3,228.06 360
4850523 LITTLETON NC 27850 SFD 7.500 6.500 $1,748.04 360
4851685 WILTON CT 06897 LCO 7.000 6.500 $2,634.60 360
4853775 MONROVIA CA 91016 SFD 6.875 6.500 $3,424.57 360
4866388 HUNTINGTON NY 11743 SFD 7.500 6.500 $1,957.10 360
4866607 SHERMAN OAKS CA 91423 SFD 6.875 6.500 $2,296.63 360
4868764 STATEN ISLAND NY 10309 SFD 7.000 6.500 $1,618.35 360
4872103 CHURCHVILLE PA 18966 SFD 6.750 6.483 $2,340.15 360
4881077 LAGUNA NIGUEL CA 92677 SFD 7.375 6.500 $2,072.03 360
4882250 EL CAJON CA 92019 SFD 7.350 6.500 $1,918.10 360
4888980 AUSTIN TX 78735 SFD 7.000 6.500 $2,062.44 360
4893295 NEW YORK NY 10014 HCO 6.625 6.358 $2,561.25 360
4898743 LOS ANGELES CA 90024 SFD 7.250 6.500 $2,660.49 360
4898799 ATLANTIC BEACH NY 11509 SFD 7.625 6.500 $2,123.39 360
4900438 NEWHALL CA 91321 SFD 7.375 6.500 $2,382.83 360
4901752 LOS ANGELES CA 90064 SFD 7.125 6.500 $1,920.10 360
4909747 SAN JOSE CA 95135 SFD 7.125 6.500 $2,021.16 360
4910020 HILLSBORO VA 20134 SFD 7.500 6.500 $3,803.73 360
4917266 HUNTINGTON BEACH CA 92648 SFD 7.750 6.500 $2,807.26 360
4917360 IDAHO FALLS ID 83404 SFD 7.000 6.500 $3,566.38 240
4925498 LEESBURG VA 20176 SFD 6.750 6.483 $2,189.02 360
4926158 CHICAGO IL 60622 LCO 7.625 6.500 $2,123.39 360
4927442 CANYON COUNTRY CA 91351 SFD 7.250 6.500 $900.47 360
4927619 COMMACK NY 11725 SFD 7.625 6.500 $2,000.23 360
4929148 BURLESON TX 76028 SFD 6.500 6.233 $1,633.90 360
4930597 NEW MARKET TOWNSHIP MN 55044 SFD 7.125 6.500 $2,212.49 360
4931152 BROOKLYN NY 11204 MF2 7.875 6.500 $3,473.08 360
4931338 SAN DIEGO CA 92110 SFD 6.875 6.500 $1,803.93 360
4933391 BRADLEY BEACH NJ 07720 SFD 6.500 6.233 $1,678.14 360
4933899 SAN JOSE CA 95131 SFD 7.375 6.500 $1,958.07 360
4934866 CAMBRIDGE MA 02139 LCO 7.000 6.500 $1,676.57 360
4934998 SAN DIEGO CA 92127 SFD 7.125 6.500 $1,914.03 360
4937013 FORT LAUDERDALE FL 33315 SFD 7.500 6.500 $2,237.49 360
4937889 BLACKLICK OH 43004 SFD 6.500 6.233 $1,763.47 360
4939879 NEW YORK NY 10014 HCO 7.000 6.500 $3,991.82 360
4940569 BALTIMORE MD 21230 LCO 7.250 6.500 $1,020.54 360
4940807 ORINDA CA 94563 SFD 7.125 6.500 $2,681.40 360
4942673 BALTIMORE MD 21231 HCO 7.750 6.500 $1,524.53 360
4949126 BEAUMONT TX 77706 SFD 7.000 6.500 $1,796.32 360
4950160 WASHINGTON DC 20016 SFD 7.000 6.500 $1,975.95 360
4951328 NEW YORK NY 10013 HCO 7.125 6.500 $2,694.88 360
4951509 DENVER CO 82220 SFD 7.250 6.500 $2,612.05 360
4952126 EL CERRITO CA 94530 SFD 7.250 6.500 $1,418.93 360
4953714 VIRGINIA BEACH VA 23454 SFD 7.125 6.500 $3,031.73 360
4953780 SAN LEANDRO CA 94578 SFD 7.375 6.500 $1,392.41 360
4956473 ALISO VIEJO CA 92656 SFD 7.125 6.500 $3,035.10 360
4958592 LOS ANGELES CA 91601 SFD 7.250 6.500 $1,814.59 360
4958810 SEDONA AZ 86336 SFD 7.000 6.500 $1,808.29 360
4961907 AUBURN WA 98092 SFD 7.500 6.500 $1,725.32 360
4962287 REDONDO BEACH CA 90278 SFD 6.875 6.500 $1,891.96 360
4964607 ORLANDO FL 32821 SFD 7.250 6.500 $2,993.05 360
4965725 MCKINNEY TX 75069 SFD 7.250 6.500 $2,876.97 240
4965781 TARZANA CA 91356 SFD 7.250 6.500 $2,897.89 360
4966914 SOUTHLAKE TX 76092 SFD 7.125 6.500 $2,058.89 360
4968094 GROSSE POINTE MI 48230 SFD 7.625 6.500 $2,399.43 360
4968405 SOMERS NY 10589 LCO 7.625 6.500 $707.80 360
4968521 SAN JOSE CA 95138 SFD 6.750 6.483 $3,243.00 360
4968811 NEW YORK NY 10013 HCO 7.125 6.500 $2,694.88 360
4968905 EASTON CT 06612 SFD 7.000 6.500 $4,324.47 360
4969177 MILPITAS CA 95035 SFD 7.250 6.500 $1,991.96 360
4969508 BENTONVILLE AR 72712 SFD 7.000 6.500 $2,514.84 360
4970119 HOLLAND PA 18966 SFD 7.500 6.500 $1,793.49 360
4970295 JAMAICA NY 11432 SFD 7.000 6.500 $2,328.56 360
4971307 SAN JOSE CA 95138 SFD 7.125 6.500 $4,049.05 360
4971399 NOVATO CA 94945 SFD 7.375 6.500 $1,602.37 360
4971944 BERKELEY HEIGHTS NJ 07922 SFD 7.250 6.500 $1,933.97 360
4972864 SCOTTSDALE AZ 85253 SFD 7.000 6.500 $1,745.76 360
4973682 MERRICK NY 11566 SFD 7.250 6.500 $2,135.22 360
4974273 WEST LAFAYETTE IN 47906 SFD 7.500 6.500 $3,146.47 360
4974629 FREMONT CA 94539 SFD 7.500 6.500 $3,261.14 360
4974989 MEDFORD NJ 08055 SFD 7.250 6.500 $2,012.42 360
4975085 ALPHARETTA GA 30022 SFD 7.250 6.500 $2,365.79 360
4975539 SAINT GEORGE UT 84770 SFD 7.125 6.500 $1,994.21 360
4975578 STAMFORD CT 06902 SFD 6.375 6.108 $2,632.74 360
4975866 MASSAPEQUA NY 11758 SFD 6.875 6.500 $2,326.48 240
4976753 GLEN COVE NY 11542 SFD 7.500 6.500 $1,363.47 360
4976776 ROCKVILLE CENTRE NY 11570 SFD 6.875 6.500 $1,839.41 360
4977384 ELMSFORD NY 10523 SFD 7.250 6.500 $2,728.71 360
4977488 CARBONDALE IL 62901 SFD 7.250 6.500 $2,285.29 360
4977544 SOUTH SAN FRANCISCO CA 94080 SFD 7.125 6.500 $2,021.16 360
4977546 MUTTONTOWN NY 11791 SFD 6.250 5.983 $3,478.81 360
4977961 BOLTON MA 01740 SFD 7.000 6.500 $2,627.95 360
4978300 GLEN ROCK NJ 07452 SFD 6.875 6.500 $1,654.81 360
4979145 WILTON CT 06897 SFD 7.000 6.500 $3,454.26 360
4979574 WALL TOWNSHIP NJ 07719 SFD 7.625 6.500 $2,862.32 360
4979727 WHITE PLAINS NY 10605 SFD 7.250 6.500 $3,240.34 360
4979797 FREMONT CA 94538 SFD 7.125 6.500 $2,256.96 360
4980261 BLOOMFIELD HILLS MI 48304 SFD 7.250 6.500 $6,733.08 360
4980524 ESTES PARK CO 80517 SFD 7.250 6.500 $1,773.66 360
4980733 FAIRFAX VA 22039 SFD 6.500 6.233 $2,199.60 360
4981183 SOUTHBURY CT 06488 SFD 6.750 6.483 $1,686.36 360
4981310 SUNNYVALE CA 94087 SFD 6.875 6.500 $2,923.34 360
4981440 PINE BROOK NJ 07058 SFD 7.500 6.500 $1,925.64 360
4982087 HAMPTON BAYS NY 11946 SFD 6.625 6.358 $1,920.93 360
4982323 HERMOSA BEACH CA 90254 SFD 7.250 6.500 $3,410.89 360
4982575 ORINDA CA 94563 SFD 7.500 6.500 $3,209.40 360
4983069 NEW YORK NY 10003 COP 7.375 6.500 $1,346.82 360
4984178 MARSHALL VA 20115 SFD 7.125 6.500 $1,879.68 360
4984218 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,592.27 360
4984755 MERRICK NY 11566 SFD 7.375 6.500 $835.72 360
4984849 COLLEYVILLE TX 76034 SFD 7.000 6.500 $2,528.15 360
4985491 CARDIFF BY THE SEA CA 92007 LCO 7.125 6.500 $2,543.29 360
4985532 DALLAS TX 75287 SFD 6.750 6.483 $4,215.89 360
4985703 SAN DIEGO CA 92123 SFD 7.000 6.500 $2,075.74 360
4985922 RUMSON NJ 07760 SFD 7.125 6.500 $3,031.74 360
4985932 NEW YORK NY 10128 HCO 7.125 6.500 $3,368.60 360
4985946 NEW CANAAN CT 06840 SFD 7.000 6.500 $3,659.17 360
4986289 FRISCO TX 75034 SFD 7.000 6.500 $1,995.91 360
4986361 MONTGOMERY NJ 08802 SFD 7.250 6.500 $2,061.88 360
4986888 COTO DE CAZA CA 92679 SFD 6.875 6.500 $4,266.76 360
4987189 LEXINGTON MA 02421 SFD 7.125 6.500 $2,358.02 360
4987344 WEST LAFAYETTE IN 47906 SFD 6.875 6.500 $2,653.99 360
4987387 SUPERIOR CO 80027 SFD 7.000 6.500 $1,827.25 360
4987391 SODDY DAISY TN 37379 SFD 7.250 6.500 $1,978.31 360
4987449 LIVERMORE CA 94550 SFD 7.125 6.500 $3,660.32 360
4987529 GREENWICH CT 06830 SFD 7.000 6.500 $4,324.47 360
4987803 NANTUCKET MA 02554 SFD 7.250 6.500 $1,971.49 360
4987815 JERICHO NY 11753 SFD 7.250 6.500 $1,829.09 360
4988000 WEST HARTFORD CT 06117 SFD 7.125 6.500 $1,751.67 360
4988039 PLYMOUTH MN 55442 SFD 7.000 6.500 $1,969.30 360
4988119 BULVERDE TX 78163 SFD 7.000 6.500 $1,862.85 360
4988204 GREENSBORO GA 30642 SFD 6.875 6.500 $1,970.79 360
4988303 STERLING VA 20165 SFD 6.500 6.233 $2,022.62 360
4988724 MEDINA MN 55391 SFD 7.125 6.500 $2,640.98 360
4988803 FISHERS IN 46038 SFD 7.375 6.500 $2,646.55 352
4989155 ARLINGTON VA 22205 SFD 7.500 6.500 $1,900.47 360
4989287 PLEASANTVILLE NY 10570 SFD 7.000 6.500 $3,293.25 360
4989483 WALNUT CREEK CA 94598 SFD 7.000 6.500 $1,902.77 360
4989518 EVERETT WA 98201 SFD 7.125 6.500 $1,886.41 360
4990003 OLDSMAR FL 34677 SFD 7.250 6.500 $2,694.60 360
4990063 PLYMOUTH MN 55446 SFD 7.250 6.500 $2,491.31 360
4990146 PORTOLA VALLEY CA 94028 SFD 7.250 6.500 $2,046.53 360
4990197 STUDIO CITY CA 91604 SFD 7.250 6.500 $2,510.41 360
4990215 SILVER SPRING MD 20905 SFD 6.750 6.483 $3,109.71 360
4990359 BROWNSBURG IN 46112 SFD 7.250 6.500 $2,051.36 357
4990402 LAKE ZURICH IL 60047 SFD 7.125 6.500 $1,805.57 360
4990521 MANHASSET NY 11030 SFD 7.250 6.500 $4,348.87 360
4990639 LIVERMORE CA 94550 SFD 7.000 6.500 $1,795.99 360
4990645 SAN JOSE CA 95129 SFD 6.875 6.500 $3,027.13 360
4990816 MONTVALE NJ 07645 SFD 7.250 6.500 $2,373.98 360
4991057 HARTSDALE NY 11043 SFD 7.375 6.500 $2,099.65 360
4991272 SOUTHLAKE TX 76092 SFD 7.375 6.500 $2,729.55 360
4991526 NEWTON MA 02158 SFD 7.125 6.500 $2,883.52 360
4991880 MILLBURN NJ 07041 SFD 7.375 6.500 $2,044.40 360
4992181 SOUTHAMPTON NY 11968 SFD 7.250 6.500 $2,319.40 360
4992185 NORTH EASTON MA 02356 SFD 7.500 6.500 $2,034.72 360
4992433 NEW YORK NY 10014 LCO 7.375 6.500 $2,417.37 360
4992623 WESTFIELD NJ 07090 SFD 7.250 6.500 $1,931.25 360
4992981 FAIRFIELD CT 06430 SFD 6.875 6.500 $2,299.26 360
4993137 LA QUINTA CA 92253 LCO 7.625 6.500 $2,226.29 240
4993164 VICTORIA MN 55386 SFD 7.250 6.500 $2,080.64 360
4993197 EAGAN MN 55123 SFD 7.375 6.500 $2,895.31 360
4993199 BOONTON NJ 07005 SFD 6.500 6.233 $2,370.26 360
4993200 TAOS NM 87571 SFD 7.625 6.500 $3,170.92 360
4993272 ARLINGTON VA 22202 SFD 7.375 6.500 $1,920.08 360
4993427 DENVILLE NJ 07834 SFD 7.000 6.500 $1,972.63 360
4993456 FAIRFIELD CT 06490 SFD 7.000 6.500 $3,003.85 360
4993480 DENVER CO 80220 SFD 7.375 6.500 $1,824.76 360
4993620 MOUNTAIN VIEW CA 94041 SFD 7.250 6.500 $2,253.92 360
4993868 KAILUA HI 96734 SFD 7.250 6.500 $3,378.48 360
4993922 NORTH HILLS NY 11030 SFD 7.500 6.500 $4,543.15 360
4994328 BETHESDA MD 20816 LCO 6.875 6.500 $2,140.28 360
4994451 HOLLISTER CA 95023 SFD 7.000 6.500 $2,208.14 360
4994585 SOUTH DENNIS MA 02660 SFD 7.750 6.500 $3,152.22 360
4994627 WESTFIELD NJ 07090 SFD 7.250 6.500 $2,619.56 360
4994724 FULLERTON CA 92833 SFD 6.875 6.500 $1,718.53 360
4994751 SANTA BARBARA CA 93111 SFD 7.250 6.500 $1,893.04 360
4994772 THE WOODLANDS TX 77380 SFD 7.250 6.500 $2,046.53 360
4994846 DARIEN CT 06820 SFD 6.750 6.483 $2,587.91 360
4994906 SEATTLE WA 98177 SFD 7.375 6.500 $3,453.38 360
4994999 MANASSAS VA 20111 SFD 6.500 6.233 $2,930.27 360
4995384 PLEASANTON CA 94566 SFD 7.375 6.500 $4,489.39 360
4995449 ROCKFORD IL 61107 SFD 7.375 6.500 $2,072.03 360
4995468 PELHAM NY 10803 SFD 7.250 6.500 $2,586.82 360
4995685 BOCA RATON FL 33496 SFD 7.375 6.500 $1,967.39 360
4995709 SAN DIEGO CA 92129 LCO 6.875 6.500 $604.37 360
4995872 CHARLOTTE NC 28211 SFD 6.750 6.483 $1,135.05 360
4995874 WATERBURY VT 05676 SFD 6.875 6.500 $2,553.82 360
4995906 PRINCETON NJ 08540 SFD 7.250 6.500 $2,201.39 360
4995955 COHASSET MA 02025 SFD 6.875 6.500 $1,970.79 360
4995990 HOLLIDAYSBURG PA 16648 SFD 7.500 6.500 $1,908.86 360
4996142 JACKSON MS 39211 SFD 7.250 6.500 $2,728.71 360
4996421 HOPEWELL TWP NJ 08560 SFD 7.250 6.500 $1,773.66 360
4996513 LOS ALTOS CA 94022 SFD 7.250 6.500 $6,821.77 360
4996709 MURPHYS CA 95247 SFD 7.625 6.500 $1,097.09 360
4996726 CARMEL VALLEY CA 93924 SFD 7.500 6.500 $3,143.67 360
4996785 UNION CITY CA 94587 SFD 7.125 6.500 $1,990.84 360
4996799 ALPHARETTA GA 30004 SFD 6.625 6.358 $1,984.96 360
4996824 PACIFICA CA 94044 SFD 7.000 6.500 $1,630.00 360
4996901 BELMONT CA 94002 SFD 7.125 6.500 $1,819.05 360
4996904 FOX RIVER GROVE IL 60021 SFD 7.250 6.500 $1,850.07 360
4997061 HINGHAM MA 02043 SFD 6.875 6.500 $2,660.56 360
4997130 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,762.82 360
4997134 BELMONT CA 94002 SFD 7.375 6.500 $2,127.28 360
4997172 BOCA RATON FL 33496 SFD 7.375 6.500 $2,262.66 360
4997217 SOUTHPORT CT 06490 SFD 7.125 6.500 $3,873.89 360
4997266 FAIRFIELD CT 06430 SFD 7.000 6.500 $2,248.73 360
4997344 BELLE MEAD NJ 08502 SFD 7.250 6.500 $1,964.67 360
4997354 RIDGEWOOD NJ 07450 SFD 6.875 6.500 $2,186.26 360
4997710 ST. FRANCISVILLE LA 70775 SFD 7.125 6.500 $2,155.90 360
4997732 SAN JOSE CA 95117 SFD 7.875 6.500 $1,986.70 360
4997735 HAWORTH NJ 07641 SFD 7.500 6.500 $3,295.05 360
4997744 CHANTILLY VA 20151 SFD 6.875 6.500 $1,773.71 360
4997768 EAST HILLS NY 11577 SFD 7.375 6.500 $2,072.03 360
4997813 EL DORADO HILLS CA 95762 SFD 7.125 6.500 $2,267.07 360
4997890 EVANSTON IL 60201 SFD 7.375 6.500 $2,002.96 360
4998013 FOSTER CITY CA 94404 SFD 7.125 6.500 $2,754.44 360
4998072 EL GRANADA CA 94019 SFD 7.375 6.500 $1,906.27 360
4998162 EASTON CT 06612 SFD 7.250 6.500 $3,329.03 360
4998190 LONGWOOD FL 32779 SFD 7.125 6.500 $2,258.31 360
4998347 FRANKLIN TOWNSHIP NJ 08867 SFD 7.125 6.500 $2,031.27 360
4998461 AMAGANSETT NY 11930 SFD 7.500 6.500 $3,093.89 360
4998481 CHILMARK MA 02535 SFD 7.250 6.500 $2,558.17 360
4998530 BARRINGTON HILLS IL 60010 SFD 7.375 6.500 $6,651.21 360
4999041 NEW YORK NY 10024 HCO 7.125 6.500 $1,743.25 360
4999047 NEW YORK NY 10016 LCO 6.875 6.500 $2,220.42 360
4999057 LUDLOW VT 05149 LCO 7.875 6.500 $2,283.97 360
4999164 MADISON CT 06443 SFD 6.875 6.500 $2,187.58 360
4999244 DOVER MA 02030 SFD 7.375 6.500 $2,154.91 360
4999263 SANTA BARBARA CA 93105 SFD 7.125 6.500 $2,425.39 360
4999446 IRVINE CA 92620 SFD 7.125 6.500 $2,336.46 360
4999488 TEANECK NJ 07666 SFD 7.625 6.500 $2,236.63 360
4999523 WESTPORT CT 06880 SFD 7.125 6.500 $4,042.32 360
4999664 BOSTON MA 02116 LCO 7.250 6.500 $2,046.53 360
4999787 RYE NY 10580 SFD 7.125 6.500 $3,112.58 360
5000006 HANOVER MA 02339 SFD 6.625 6.358 $1,917.74 360
5000028 MINNETONKA MN 55345 SFD 7.250 6.500 $1,991.87 349
5000137 EAST SANDWICH MA 02537 SFD 7.250 6.500 $2,504.27 360
5000176 NAPERVILLE IL 60540 SFD 7.500 6.500 $2,158.48 360
5000246 BRIELLE NJ 08730 SFD 7.375 6.500 $2,099.65 360
5000297 BOSTON MA 02116 LCO 7.250 6.500 $2,510.41 360
5000437 SHOREWOOD MN 55331 SFD 7.250 6.500 $2,438.63 321
5000450 DUBLIN OH 43017 SFD 7.000 6.500 $1,622.68 360
5000560 PARAGOULD AR 72450 SFD 6.875 6.500 $2,759.10 360
5000576 SEABROOK MD 20706 SFD 7.250 6.500 $960.50 360
5000584 DARIEN CT 06820 SFD 6.625 6.358 $3,265.59 360
5000588 FARMERS BRANCH TX 75234 SFD 7.375 6.500 $569.12 360
5000626 MOUNTAIN VIEW CA 94040 SFD 7.375 6.500 $1,857.92 360
5000738 MELROSE MA 02176 SFD 7.375 6.500 $1,899.36 360
5000772 SANTA CLARA CA 95051 SFD 7.000 6.500 $2,299.29 360
5000788 UNION CITY CA 94587 SFD 7.125 6.500 $2,555.42 360
5000905 BRIDGEPORT TX 76426 SFD 7.000 6.500 $325.67 360
5000974 NEWARK DE 19711 SFD 6.500 6.233 $1,795.08 360
5000976 BALTIMORE MD 21219 SFD 7.375 6.500 $2,002.27 360
5001132 CAMBRIDGE MA 02138 SFD 6.625 6.358 $3,201.56 360
5001211 MANHASSET NY 11030 SFD 6.750 6.483 $2,419.28 360
5001346 CHICAGO IL 60600 LCO 6.625 6.358 $2,881.40 360
5001372 MANHASSET NY 11030 SFD 7.125 6.500 $2,492.76 360
5001383 LONG BEACH NY 11561 HCO 7.250 6.500 $2,401.26 360
5001397 GREAT NECK NY 11021 SFD 7.375 6.500 $3,280.71 360
5001497 MARLBORO NJ 07746 SFD 7.375 6.500 $1,812.33 360
5001585 PLEASANTON CA 94566 SFD 6.750 6.483 $4,196.43 360
5001623 FRANKLIN TN 37069 SFD 7.125 6.500 $4,286.19 360
5001701 RIDGEFIELD CT 06877 SFD 6.625 6.358 $1,587.97 360
5001713 BYRON CA 94514 SFD 6.875 6.500 $2,774.87 360
5001783 BLUE BELL PA 19422 SFD 6.500 6.233 $2,063.70 360
5001808 FRANKLIN TN 37067 SFD 7.000 6.500 $1,951.34 360
5001816 CAMARILLO CA 93010 SFD 7.750 6.500 $2,411.45 360
5001993 EDWARDS CO 81632 SFD 7.375 6.500 $3,038.97 360
5002122 LA JOLLA CA 92037 LCO 7.125 6.500 $2,021.16 360
5002123 LEBANON OH 45036 SFD 7.250 6.500 $1,964.67 360
5002200 RED BANK NJ 07701 SFD 7.250 6.500 $1,684.98 360
5002224 MOUNTAIN VIEW CA 94043 SFD 7.250 6.500 $1,764.45 360
5002251 VALENCIA CA 91354 SFD 7.250 6.500 $2,650.94 360
5002320 LOS ANGELES CA 90027 SFD 7.375 6.500 $4,489.39 360
5002334 TACOMA WA 98422 SFD 7.250 6.500 $2,455.84 360
5002424 BETHESDA MD 20814 SFD 7.000 6.500 $2,900.72 360
5002437 NIWOT CO 80503 SFD 7.125 6.500 $1,812.31 360
5002507 SAN JOSE CA 95136 SFD 7.375 6.500 $1,773.66 360
5002549 LARCHMONT NY 10538 SFD 6.625 6.358 $3,169.54 360
5002559 SANTA CRUZ CA 95060 SFD 6.750 6.483 $2,357.13 240
5002627 CHICAGO IL 60640 LCO 7.000 6.500 $1,611.03 360
5002700 FALLS CHURCH VA 22043 SFD 6.625 6.358 $2,212.92 360
5002772 WESTPORT CT 06880 SFD 7.125 6.500 $2,526.45 360
5002779 FRESNO CA 93711 SFD 6.875 6.500 $3,941.58 360
5002784 NAPERVILLE IL 60540 SFD 7.250 6.500 $1,983.87 348
5002789 FREMONT CA 94539 SFD 7.375 6.500 $2,590.04 360
5002793 VIRGINIA BEACH VA 23451 SFD 7.000 6.500 $2,328.56 360
5002894 NEWPORT BEACH CA 92660 PUD 7.125 6.500 $4,244.43 360
5002931 ANDOVER NJ 07821 SFD 7.750 6.500 $1,397.01 360
5003027 OAKLAND CA 94618 SFD 7.125 6.500 $3,732.41 360
5003048 SAN MATEO CA 94062 SFD 7.250 6.500 $3,811.66 360
5003064 TIERRA VERDE FL 33715 SFD 7.000 6.500 $2,095.71 360
5003100 GLENDALE CA 91201 SFD 7.250 6.500 $2,974.29 360
5003128 SOUTH ORANGE NJ 07079 SFD 7.500 6.500 $2,006.05 360
5003165 BROOKEVILLE MD 20833 SFD 7.250 6.500 $5,846.26 360
5003168 WINTER PARK FL 32789 SFD 7.000 6.500 $1,989.26 360
5003246 NEW YORK NY 10016 COP 7.625 6.500 $566.24 360
5003261 NEW YORK NY 10000 HCO 7.500 6.500 $1,787.20 360
5003368 JONESBORO GA 30236 SFD 7.250 6.500 $2,145.09 240
5003372 OSSINING NY 10562 LCO 7.250 6.500 $1,753.19 360
5003432 WOODBURY NY 11797 LCO 6.875 6.500 $3,416.03 360
5003464 FERNANDINA BEACH FL 32034 SFD 7.000 6.500 $1,633.99 360
5003529 HUNTINGTON BEACH CA 92649 SFD 7.125 6.500 $1,953.79 360
5003557 WESTLAKE VILLAGE CA 91361 SFD 7.375 6.500 $5,076.47 360
5003624 HOUSTON TX 77056 SFD 7.125 6.500 $2,231.36 360
5003630 CARPINTERIA CA 93013 LCO 7.375 6.500 $2,345.54 360
5003735 RIDGEWOOD NJ 07450 SFD 6.625 6.358 $2,273.11 360
5003749 HOPKINTON MA 01748 SFD 7.000 6.500 $2,203.49 360
5003811 TALLAHASSEE FL 32308 SFD 7.250 6.500 $1,887.59 360
5003884 FAIRFIELD CT 06432 SFD 7.250 6.500 $1,944.21 360
5003908 OAKLAND CA 94641 SFD 7.375 6.500 $1,768.13 360
5004030 NORWOOD NJ 07648 SFD 7.250 6.500 $1,811.86 360
5004055 LOMBARD IL 60148 SFD 7.625 6.500 $1,785.06 360
5004160 LA JOLLA CA 92037 SFD 7.375 6.500 $2,417.37 360
5004274 ALPHARETTA GA 30022 SFD 7.000 6.500 $2,333.79 360
5004305 MARLBOROUGH MA 01752 SFD 7.625 6.500 $1,932.28 360
5004336 VERONA NJ 07044 SFD 7.500 6.500 $699.22 360
5004346 SOUTHOLD NY 11971 SFD 7.000 6.500 $1,708.50 360
5004574 SAN JOSE CA 95124 SFD 6.625 6.358 $1,903.01 360
5004637 EDMOND OK 73013 SFD 7.125 6.500 $3,522.69 240
5004760 COMMACK NY 11725 SFD 7.125 6.500 $2,021.16 360
5004855 LINCOLN MA 01773 SFD 7.250 6.500 $3,110.73 360
5004885 STAMFORD CT 06902 SFD 7.250 6.500 $1,702.71 360
5004891 SCARSDALE NY 10583 SFD 7.375 6.500 $1,723.93 360
5004934 MIAMI FL 33157 SFD 7.250 6.500 $2,210.26 360
5004935 WALNUT CREEK CA 94598 SFD 6.875 6.500 $3,941.58 360
5004936 FRANKLIN LAKES NJ 07417 SFD 7.250 6.500 $2,592.27 360
5004983 WATERMILL NY 11976 SFD 7.000 6.500 $2,474.93 360
5005026 SAN CARLOS CA 94070 SFD 7.375 6.500 $2,852.49 360
5005273 SAN MATEO CA 94402 SFD 7.000 6.500 $4,623.86 360
5005318 SANTA ROSA CA 95401 SFD 7.500 6.500 $2,324.89 360
5005390 SUNNYVALE CA 94087 SFD 7.000 6.500 $2,308.60 360
5005557 SHERMAN OAKS CA 91403 SFD 7.125 6.500 $2,367.12 360
5005598 HEMPSTEAD NY 11550 SFD 7.375 6.500 $2,030.59 360
5005777 WHITE PLAINS NY 10605 SFD 7.000 6.500 $3,126.93 360
5005837 EAST HAMPTON NY 11937 SFD 7.250 6.500 $2,813.98 360
5005909 GILROY CA 95020 SFD 7.250 6.500 $5,653.54 360
5005937 AUSTIN TX 78735 SFD 6.875 6.500 $2,627.72 360
5005941 HOUSTON TX 77030 SFD 6.875 6.500 $2,706.55 360
5006026 MAHOPAC NY 10541 SFD 7.750 6.500 $897.31 360
5006029 HILLSBOROUGH CA 94010 SFD 7.250 6.500 $6,139.59 360
5006076 WESTON MA 02193 SFD 7.250 6.500 $2,128.39 360
5006184 WESTPORT CT 06880 SFD 7.375 6.500 $5,870.74 360
5006250 IRVINE CA 92606 SFD 7.000 6.500 $1,822.93 360
5006387 VILLA PARK CA 92861 SFD 7.500 6.500 $2,740.93 360
5006419 HAGERSTOWN MD 21742 SFD 7.125 6.500 $2,526.44 360
5006443 ROUND ROCK TX 78681 SFD 6.625 6.358 $3,271.57 240
5006478 NEW YORK NY 10016 HCO 7.375 6.500 $1,761.23 360
5006570 SAN MARINO CA 91108 SFD 7.375 6.500 $2,659.10 360
5006789 CASTRO VALLEY CA 94552 SFD 7.750 6.500 $2,262.79 360
5006831 MILL VALLEY CA 94941 SFD 7.625 6.500 $4,706.83 360
5006852 LITTLETON CO 80123 SFD 6.875 6.500 $2,245.98 360
5006906 ISLAMORADA FL 33036 SFD 7.375 6.500 $1,933.89 360
5007202 WESTLAKE VILLAGE CA 91362 SFD 7.250 6.500 $2,155.68 360
5007264 CHESTERFIELD MO 63005 SFD 7.250 6.500 $1,773.66 360
5007293 HILLSBOROUGH CA 94010 SFD 7.125 6.500 $3,368.60 360
5007384 NEWTOWN PA 18940 SFD 7.000 6.500 $2,395.09 360
5007411 RIO RANCHO NM 87124 SFD 7.000 6.500 $1,743.09 360
5007430 RAVENSDALE WA 98051 SFD 7.250 6.500 $1,684.64 360
5007447 SAN RAFAEL CA 94903 SFD 6.875 6.500 $2,529.18 360
5007462 CASTLE ROCK CO 80104 SFD 7.125 6.500 $2,105.38 360
5007476 WESTON CT 06883 SFD 7.125 6.500 $2,640.98 360
5007502 GLEN COVE NY 11542 SFD 7.125 6.500 $1,832.51 360
5007540 LANDENBERG PA 19350 SFD 6.875 6.500 $2,060.13 360
5007586 FOREST HILLS NY 11375 MF2 7.500 6.500 $3,188.42 360
5007589 WASHINGTON DC 20016 SFD 7.375 6.500 $2,762.71 360
5007602 CHESTERFIELD MO 63017 SFD 7.250 6.500 $1,973.20 360
5007607 KAYSVILLE UT 84037 SFD 7.125 6.500 $3,732.40 360
5007624 ROSEVILLE CA 95746 SFD 7.250 6.500 $2,351.47 360
5007628 OSSINING NY 10562 LCO 7.375 6.500 $1,857.92 360
5007647 WALNUT CREEK CA 94598 SFD 7.000 6.500 $2,543.12 360
5007682 ST. AUGUSTINE FL 32095 SFD 6.625 6.358 $1,864.59 360
5007747 LA CRESCENTA AREA CA 91214 SFD 7.125 6.500 $1,293.54 360
5007784 WESTPORT CT 06880 SFD 7.000 6.500 $3,246.68 360
5007787 PASADENA CA 91105 SFD 7.000 6.500 $2,181.86 360
5007790 WEST HOLLYWOOD CA 90048 SFD 7.500 6.500 $3,015.37 360
5007804 SAN JOSE CA 95125 SFD 7.000 6.500 $1,969.30 360
5007834 SANTA BARBARA CA 93111 SFD 7.000 6.500 $1,829.59 360
5007977 NEW YORK NY 10014 HCO 7.125 6.500 $3,367.92 360
5008084 ALPHARETTA GA 30004 SFD 7.750 6.500 $1,753.07 360
5008091 MCKINNEY TX 75070 SFD 7.000 6.500 $2,581.38 360
5008185 LOS ALTOS CA 94024 SFD 7.125 6.500 $1,899.89 360
5008302 SAN JOSE CA 95124 SFD 7.250 6.500 $2,182.97 360
5008344 SAN CARLOS CA 94070 SFD 7.000 6.500 $1,796.32 360
5008362 FAIRFIELD CT 06430 SFD 7.125 6.500 $2,263.70 360
5008570 HAYWARD CA 94542 SFD 7.625 6.500 $2,236.63 360
5008592 EL CAJON CA 92019 SFD 6.875 6.500 $3,284.65 360
5008635 NEW CANAAN CT 06840 SFD 7.375 6.500 $5,245.68 360
5008658 SUNNYVALE CA 94086 SFD 7.250 6.500 $2,251.19 360
5008781 SAN JOSE CA 95125 SFD 7.625 6.500 $2,321.56 360
5008828 VIENNA VA 22181 SFD 7.000 6.500 $2,182.20 360
5008915 SEATTLE WA 98112 SFD 7.125 6.500 $3,179.95 360
5008916 EDMONDS WA 98020 SFD 7.000 6.500 $1,995.91 360
5008961 HOUSTON TX 77005 SFD 7.000 6.500 $2,140.28 360
5009151 TALLAHASSEE FL 32312 SFD 8.000 6.500 $572.34 360
5009240 CHESTNUT HILL MA 02167 SFD 7.375 6.500 $2,493.34 360
5009357 FISHERS IN 46038 SFD 7.500 6.500 $3,496.07 360
5009510 SIMI VALLEY CA 93065 SFD 7.375 6.500 $1,968.43 360
5009614 DIX HILLS NY 11746 SFD 7.500 6.500 $3,524.05 360
5009617 VIENNA VA 22182 SFD 7.250 6.500 $2,182.96 360
5009849 DALLAS TX 75230 SFD 7.125 6.500 $2,614.03 360
5009876 DALLAS TX 75205 SFD 7.250 6.500 $1,937.39 360
5009927 EAST NORTHPORT NY 11731 SFD 7.250 6.500 $1,725.91 360
5010012 SAN JOSE CA 95129 SFD 7.875 6.500 $2,001.20 360
5010036 SNOHOMISH WA 98290 SFD 7.000 6.500 $2,102.36 360
5010108 FOUNTAIN VALLEY CA 92708 SFD 7.875 6.500 $2,328.93 360
5010134 NOVATO CA 94947 SFD 7.375 6.500 $2,023.68 360
5010166 PALO ALTO CA 94303 SFD 7.250 6.500 $2,387.62 360
5010211 STONE MOUNTAIN GA 30087 SFD 7.250 6.500 $2,308.88 360
5010242 GOLETA CA 93117 SFD 7.125 6.500 $2,122.22 360
5010287 ROGERS AR 72758 SFD 7.125 6.500 $2,243.48 360
5010315 EAST HAMPTON NY 11937 SFD 7.750 6.500 $2,489.54 360
5010498 CLAREMONT CA 91711 SFD 7.000 6.500 $1,729.79 360
5010567 NEWTON MA 02159 SFD 7.250 6.500 $3,410.89 360
5010662 LARKSPUR CA 94939 SFD 7.125 6.500 $2,793.92 360
5010729 MOUNT PLEASANT SC 29464 SFD 7.000 6.500 $2,095.71 360
5010754 YORKVILLE CA 95494 SFD 7.000 6.500 $2,937.98 360
5010758 LOS ANGELES CA 90048 SFD 7.000 6.500 $2,953.95 360
5010790 DALLAS TX 75230 SFD 6.875 6.500 $1,740.87 360
5010794 RIVERSIDE CA 92506 SFD 7.500 6.500 $3,211.49 360
5010800 CLEARWATER FL 33767 SFD 7.125 6.500 $2,694.88 360
5010824 RIDGEFIELD NJ 07657 SFD 7.000 6.500 $2,295.30 360
5010853 PLANO TX 75093 SFD 7.000 6.500 $2,007.89 360
5010882 WALNUT CREEK CA 94596 SFD 7.375 6.500 $2,873.21 360
5010886 OXNARD CA 93030 SFD 6.875 6.500 $2,230.28 360
5011009 SAN DIEGO CA 92131 SFD 6.750 6.483 $4,202.92 360
5011075 STAMFORD CT 06902 SFD 7.375 6.500 $2,348.30 360
5011214 DALLAS TX 75230 SFD 6.875 6.500 $1,708.02 360
5011388 SAN ANTONIO TX 78112 SFD 6.750 6.483 $4,215.89 360
5011460 NORTHPORT MI 49670 SFD 7.375 6.500 $4,489.39 360
5011476 LOS GATOS CA 95032 SFD 6.875 6.500 $3,032.39 360
5011640 TUSTIN CA 92782 SFD 6.625 6.358 $1,920.94 360
5011709 LONG VALLEY NJ 07853 SFD 7.250 6.500 $2,046.53 360
5011757 BLUFFTON SC 29910 SFD 7.250 6.500 $3,069.80 360
5011803 EVERETT WA 98203 SFD 7.000 6.500 $2,245.40 360
5011822 NORMANDY PARK WA 98166 SFD 7.000 6.500 $1,676.57 360
5011838 IRVINE CA 92602 SFD 7.375 6.500 $2,230.89 360
5011844 CARMEL CA 93923 SFD 7.375 6.500 $3,387.77 360
5011989 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $2,831.04 360
5012036 LEBANON NJ 08833 SFD 7.500 6.500 $2,796.86 360
5012063 LUDLOW VT 05149 LCO 7.500 6.500 $2,041.71 360
5012143 PALO ALTO CA 94303 SFD 7.375 6.500 $6,216.08 360
5012154 SARATOGA CA 95070 SFD 6.500 6.233 $3,792.41 360
5012192 MANHATTAN BEACH CA 90266 SFD 7.625 6.500 $2,307.41 360
5012229 LAKE MARY FL 32746 SFD 7.375 6.500 $2,253.33 360
5012352 MISSION VIEJO CA 92692 SFD 7.625 6.500 $2,431.28 360
5012376 LOS OSOS CA 93402 SFD 7.375 6.500 $1,852.05 360
5012474 OAKLAND CA 94609 SFD 7.625 6.500 $1,846.64 360
5012511 OAKLAND CA 94611 SFD 7.375 6.500 $4,489.39 360
5012598 RIVERSIDE CA 92056 SFD 7.375 6.500 $2,148.00 360
5012661 ESCALON CA 95320 SFD 7.875 6.500 $1,819.93 360
5012668 SAN JOSE CA 95129 SFD 7.125 6.500 $2,883.52 360
5012724 YORBA LINDA CA 92886 SFD 7.250 6.500 $1,998.78 360
5012792 FULLERTON CA 92831 SFD 6.750 6.483 $1,764.19 360
5012941 AUSTIN TX 78733 SFD 6.750 6.483 $2,270.10 360
5013000 HUNTINGTON BEACH CA 92649 LCO 7.125 6.500 $2,593.82 360
5013002 SAN JUAN CAPISTRANO CA 92675 SFD 7.000 6.500 $1,729.79 360
5013066 ARCADIA CA 91006 SFD 6.750 6.483 $4,864.49 360
5013102 SEAL BEACH CA 90740 SFD 7.000 6.500 $2,022.52 360
5013195 SATELLITE BEACH FL 32937 SFD 7.250 6.500 $2,251.19 360
5013340 MANHASSET NY 11030 SFD 6.875 6.500 $2,759.11 360
5013605 NAGS HEAD NC 27959 SFD 7.500 6.500 $3,496.08 360
5013635 BRENTWOOD MO 63144 SFD 7.500 6.500 $1,849.43 360
5013675 UNIVERSITY PARK TX 75205 SFD 6.875 6.500 $2,943.04 360
5013817 BRADENGTON FL 34202 SFD 7.250 6.500 $1,697.94 360
5013822 LIGHTHOUSE POINT FL 33064 SFD 7.250 6.500 $1,891.00 360
5014003 LAFAYETTE CA 94549 SFD 6.875 6.500 $1,970.79 360
5014053 SAN JOSE CA 95129 SFD 7.250 6.500 $3,110.73 360
5014192 MILPITAS CA 95035 SFD 6.875 6.500 $1,934.00 360
5014223 MOUNTAIN VIEW CA 94043 PUD 7.875 6.500 $2,349.23 360
5014264 CRARYVILLE NY 12521 SFD 7.375 6.500 $1,004.94 360
5014291 SAN RAMON CA 94583 SFD 7.250 6.500 $2,046.53 360
5014296 MILL VALLEY CA 94941 SFD 6.875 6.500 $2,286.12 360
5014313 SUNNYVALE CA 94087 SFD 7.125 6.500 $1,886.42 360
5014355 KEY WEST FL 33040 SFD 7.250 6.500 $2,155.68 360
5014417 SANTA BARBARA CA 93108 SFD 7.375 6.500 $4,938.33 360
5014420 SEATTLE WA 98112 SFD 7.000 6.500 $3,339.82 360
5014460 WASHINGTON DC 20007 SFD 7.125 6.500 $2,189.59 360
5014489 PHOENIX AZ 85028 SFD 6.875 6.500 $2,299.25 360
5014512 CAMARILLO CA 93012 SFD 7.250 6.500 $2,360.33 360
5014516 LANOKA HARBOR NJ 08734 SFD 7.500 6.500 $1,901.87 360
5014538 RENTON WA 98059 SFD 6.875 6.500 $1,658.75 360
5014551 NEWPORT COAST CA 92657 SFD 7.875 6.500 $2,537.75 360
5014614 SANTA BARBARA CA 93105 SFD 7.250 6.500 $2,455.84 360
5014713 ALAMEDA CA 94501 SFD 8.000 6.500 $2,436.10 360
5014719 CONCORD MA 01742 SFD 7.250 6.500 $2,967.47 360
5014769 SAN CLEMENTE CA 92672 HCO 7.875 6.500 $2,229.59 360
5014814 MILL VALLEY CA 94941 SFD 7.000 6.500 $4,324.47 360
5014827 PLEASANTON CA 94566 SFD 7.125 6.500 $1,872.94 360
5014959 SAN JOSE CA 95131 SFD 7.875 6.500 $2,687.11 360
5015142 CAMBRIDGE MA 02139 SFD 7.125 6.500 $4,850.78 360
5015149 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $2,464.29 360
5015174 SAN MATEO CA 94402 SFD 7.000 6.500 $3,991.82 360
5015295 MARCO ISLAND FL 34145 HCO 7.750 6.500 $361.08 360
5015327 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $4,570.59 360
5015457 CAMBRIDGE MA 02138 SFD 7.250 6.500 $5,027.64 360
5015471 LOS ALTOS CA 94022 SFD 6.625 6.358 $3,521.72 360
5015519 SAN JOSE CA 95125 SFD 7.000 6.500 $3,259.98 360
5015543 HOUSTON TX 77005 SFD 7.500 6.500 $1,745.24 360
5015577 SANTA CRUZ CA 95062 SFD 6.750 6.483 $2,036.60 360
5015583 SAN JOSE CA 95112 SFD 7.375 6.500 $2,092.75 360
5015585 SALEM VA 24153 SFD 7.000 6.500 $1,860.19 360
5015652 CAROLINA BEACH NC 28428 SFD 7.000 6.500 $2,015.87 360
5015657 HOUSTON TX 77005 SFD 6.875 6.500 $1,826.27 360
5015668 SAN JOSE CA 95123 SFD 8.000 6.500 $3,287.27 360
5015678 SANTA CLARA CA 95050 SFD 7.750 6.500 $2,005.96 360
5015725 FREMONT CA 94539 SFD 7.125 6.500 $3,368.60 360
5015727 NORTHRIDGE CA 91326 SFD 7.000 6.500 $2,993.87 360
5015924 GLENN DALE MD 20769 SFD 7.000 6.500 $1,649.96 360
5015952 SAINT PETERSBURG FL 33701 SFD 7.125 6.500 $2,061.58 360
5016032 TACOMA WA 98406 SFD 6.750 6.483 $1,790.14 360
5016034 IRVINE CA 92620 SFD 7.750 6.500 $2,041.78 360
5016051 BELLEVUE WA 98006 SFD 6.875 6.500 $2,029.92 360
5016059 SEATTLE WA 98109 SFD 7.000 6.500 $1,993.92 360
5016063 TRACY CA 95376 SFD 7.125 6.500 $1,765.15 360
5016074 HAYWARD CA 94541 SFD 7.250 6.500 $2,483.13 360
5016102 FORT LAUDERDALE FL 33308 SFD 6.875 6.500 $2,627.72 360
5016114 LOS ALTOS HILLS CA 94022 SFD 7.250 6.500 $2,435.37 360
5016145 GRASS VALLEY CA 95949 SFD 7.375 6.500 $3,384.31 360
5016146 WATAUGA TX 76148 SFD 7.000 6.500 $489.66 360
5016165 SAN FRANCISCO CA 94107 HCO 7.500 6.500 $2,321.40 360
5016173 PARK CITY UT 84060 LCO 7.125 6.500 $2,560.14 360
5016252 SAN JOSE CA 95131 PUD 7.000 6.500 $1,809.63 360
5016260 SAN FRANCISCO CA 94112 SFD 7.000 6.500 $2,395.09 360
5016316 TAMPA FL 33606 SFD 7.000 6.500 $2,328.56 360
5016324 GLENMOORE PA 19343 SFD 6.500 6.233 $1,588.71 360
5016350 DUXBURY MA 02332 SFD 7.375 6.500 $1,864.83 360
5016355 MILPITAS CA 95035 SFD 7.250 6.500 $1,862.35 360
5016356 AURORA CO 80015 SFD 7.500 6.500 $1,966.19 360
5016376 TIBURON CA 94920 LCO 7.375 6.500 $2,334.49 360
5016444 BEDFORD MA 01730 SFD 7.000 6.500 $2,564.75 360
5016476 LOS ALTOS CA 94024 SFD 7.125 6.500 $2,492.76 360
5016481 FOSTER CITY CA 94404 SFD 7.375 6.500 $2,257.13 360
5016482 SAINT GEORGE UT 84790 SFD 7.000 6.500 $1,756.40 360
5016486 FREMONT CA 94536 SFD 7.250 6.500 $1,719.09 360
5016494 SANTA FE NM 87501 SFD 7.000 6.500 $2,102.36 360
5016522 MORAGA CA 94556 SFD 7.375 6.500 $2,697.78 360
5016526 SAN JOSE CA 95148 SFD 6.625 6.358 $2,894.21 360
5016561 TAVERNIER FL 33070 SFD 7.000 6.500 $1,789.67 360
5016565 WATSONVILLE CA 95076 SFD 6.500 6.233 $3,520.62 360
5016573 SARATOGA CA 95070 SFD 7.375 6.500 $2,002.96 360
5016598 DALLAS TX 75209 SFD 7.000 6.500 $2,597.35 360
5016606 SAN JOSE CA 95136 SFD 7.000 6.500 $1,995.91 360
5016760 AGOURA HILLS CA 91301 SFD 7.125 6.500 $1,818.37 360
5016766 NAPERVILLE IL 60565 SFD 6.500 6.233 $1,825.42 360
5016768 SANTA BARBARA CA 93111 SFD 7.375 6.500 $2,673.20 240
5016771 REDWOOD CITY CA 94061 LCO 7.500 6.500 $2,122.12 360
5016786 DANVILLE CA 94506 SFD 7.250 6.500 $1,875.99 360
5016790 BENICIA CA 94510 SFD 6.875 6.500 $1,839.40 360
5016805 ROLLING HILLS CA 90274 SFD 7.875 6.500 $6,699.65 360
5016825 COLUMBUS OH 43220 SFD 7.375 6.500 $2,072.03 360
5016828 SAN RAMON CA 94583 SFD 7.375 6.500 $1,954.61 360
5016835 BURBANK CA 91501 SFD 6.750 6.483 $2,231.18 360
5016945 NEWBURY PARK CA 91320 SFD 6.625 6.358 $1,992.65 360
5016946 CUPERTINO CA 95014 SFD 7.125 6.500 $2,118.85 360
5016950 SAN DIEGO CA 92131 SFD 7.125 6.500 $2,370.82 360
5016973 ALLENDALE NJ 07401 SFD 6.875 6.500 $2,332.10 360
5016997 NORTH HOLLYWOOD CA 91606 SFD 7.500 6.500 $2,307.41 360
5017018 SAN ANTONIO TX 78209 SFD 6.875 6.500 $5,912.36 360
5017029 LOS ALTOS CA 94024 SFD 7.375 6.500 $1,989.15 360
5017040 PORTOLA VALLEY CA 94028 SFD 7.000 6.500 $1,995.91 360
5017066 SAN DIEGO CA 92131 SFD 7.250 6.500 $1,893.04 360
5017068 CUPERTINO CA 95014 SFD 7.250 6.500 $2,162.50 360
5017085 LIVERMORE CA 94550 SFD 7.125 6.500 $2,007.69 360
5017088 LA CRESCENTA CA 91214 SFD 7.250 6.500 $1,901.23 360
5017234 OAKLAND CA 94610 SFD 7.125 6.500 $2,091.22 360
5017251 LONG BEACH CA 90803 SFD 7.000 6.500 $3,166.84 360
5017258 SAN RAMON CA 94583 SFD 7.250 6.500 $1,991.96 360
5017271 HAYWARD CA 94544 SFD 7.375 6.500 $1,809.22 360
5017272 SANTA ROSA CA 95404 SFD 6.750 6.483 $2,477.64 360
5017284 SAN JOSE CA 95132 SFD 6.875 6.500 $1,740.87 360
5017286 SAN FRANCISCO CA 94114 SFD 7.125 6.500 $2,465.81 360
5017308 LOS ALTOS CA 94024 SFD 7.250 6.500 $2,865.15 360
5017344 ALHAMBRA CA 91803 LCO 7.250 6.500 $682.18 360
5017413 LEE'S SUMMIT MO 64063 SFD 6.875 6.500 $2,690.13 360
5017420 REDWOOD CITY CA 94065 SFD 7.500 6.500 $3,296.80 360
5017451 GAINESVILLE VA 20155 SFD 6.875 6.500 $3,613.11 360
5017513 SAN ANTONIO TX 78257 SFD 7.000 6.500 $3,659.17 360
5017627 CUPERTINO CA 95014 SFD 7.125 6.500 $2,231.04 240
5017647 PLEASANTON CA 94588 SFD 7.250 6.500 $1,790.72 360
5017788 IRVINE CA 92714 PUD 7.250 6.500 $2,315.99 360
5017799 REDWOOD CITY CA 94062 SFD 7.500 6.500 $2,408.80 360
5017829 LOVELAND OH 45140 SFD 7.125 6.500 $2,102.01 360
5017834 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $2,517.24 360
5017839 REDLANDS CA 92373 SFD 7.125 6.500 $1,967.26 360
5017849 SAN JOSE CA 95129 SFD 7.250 6.500 $1,944.21 360
5017875 LOS ALTOS CA 94024 SFD 6.750 6.483 $3,178.14 360
5017890 WALNUT CREEK CA 94598 SFD 6.875 6.500 $2,342.94 360
5017897 PALO ALTO CA 94306 SFD 7.125 6.500 $3,348.39 360
5017908 SAN JOSE CA 95125 SFD 7.250 6.500 $1,910.10 360
5017935 RICHMOND CA 94803 SFD 7.375 6.500 $1,833.75 360
5017957 SAN RAMON CA 94583 SFD 7.500 6.500 $2,531.16 360
5017970 YORBA LINDA CA 92887 SFD 7.375 6.500 $2,196.35 360
5018004 SAN JOSE CA 95136 SFD 7.500 6.500 $2,167.57 360
5018021 STAMFORD CT 06902 SFD 6.750 6.483 $5,188.79 360
5018032 HUNTINGTON BEACH CA 92648 SFD 7.500 6.500 $2,095.55 360
5018053 HAYWARD CA 94542 SFD 7.500 6.500 $1,852.92 360
5018085 GENEVA IL 60134 SFD 7.000 6.500 $1,736.44 360
5018112 LA CANADA FLINTRIDGE CA 91011 SFD 7.500 6.500 $2,118.62 360
5018141 HONOLULU HI 96825 SFD 7.375 6.500 $3,591.52 360
5018148 SAN JOSE CA 95119 SFD 7.500 6.500 $1,966.55 360
5018160 SARATOGA CA 95070 SFD 7.250 6.500 $2,994.76 360
5018164 SANTA CLARA CA 95051 SFD 7.250 6.500 $2,041.08 360
5018173 FREMONT CA 94536 SFD 7.250 6.500 $1,875.99 360
5018187 SAN RAFAEL CA 94901 SFD 6.750 6.483 $1,822.57 360
5018210 RANCHO PALOS VERDES CA 90275 SFD 7.375 6.500 $2,451.90 360
5018283 NAPLES FL 34108 HCO 7.250 6.500 $2,148.86 360
5018335 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,108.95 360
5018349 NORTHBROOK IL 60062 SFD 7.250 6.500 $3,247.16 360
5018364 AGOURA CA 91301 SFD 7.125 6.500 $1,748.30 360
5018382 DANA POINT CA 92629 SFD 6.500 6.233 $2,017.56 360
5018385 REDDING CA 96001 SFD 7.750 6.500 $2,149.24 360
5018403 REDDING CA 96001 SFD 7.125 6.500 $1,717.98 360
5018405 CORRALES NM 87048 SFD 7.250 6.500 $2,428.55 360
5018411 UNION TOWNSHIP OH 45069 SFD 7.250 6.500 $1,921.01 360
5018433 ISLAMORADA FL 33036 SFD 7.375 6.500 $2,451.90 360
5018450 SANTA BARBARA CA 93103 SFD 7.000 6.500 $1,796.32 360
5018468 SAN FRANCISCO CA 94116 SFD 6.625 6.358 $2,305.12 360
5018470 LA CANADA-FLINTRIDGE CA 91011 SFD 7.500 6.500 $2,076.67 360
5018479 BALTIMORE MD 21218 SFD 7.375 6.500 $3,038.97 360
5018509 CARSON CA 90745 SFD 7.375 6.500 $1,139.27 360
5018518 LIVERMORE CA 94550 SFD 7.375 6.500 $1,519.49 360
5018590 SARATOGA CA 95070 SFD 7.375 6.500 $3,453.38 360
5018606 MENLO PARK CA 94025 SFD 7.250 6.500 $1,794.13 360
5018621 DUBLIN CA 94568 SFD 7.250 6.500 $1,916.92 360
5018631 FALLS CHURCH VA 22046 SFD 6.375 6.108 $1,696.62 360
5018634 LOS ALTOS CA 94024 SFD 7.125 6.500 $4,379.18 360
5018636 GARDEN CITY NY 11530 SFD 6.750 6.483 $1,816.08 360
5018682 POWAY CA 92064 SFD 7.375 6.500 $2,486.44 360
5018695 SAN CARLOS CA 94070 SFD 7.000 6.500 $2,661.21 360
5018711 SAN DIEGO CA 92129 SFD 7.125 6.500 $2,560.14 360
5018713 SAN JOSE CA 95125 SFD 7.125 6.500 $2,492.76 360
5018747 LOS ANGELES CA 90024 SFD 6.625 6.358 $4,162.03 360
5018748 EASTON CT 06612 SFD 7.125 6.500 $3,179.96 360
5018789 LOS ALTOS CA 94024 SFD 7.125 6.500 $4,109.69 360
5018794 SAN JOSE CA 95135 SFD 8.000 6.500 $2,348.05 360
5018798 RANCHO SANTA MARGARITA CA 92688 SFD 7.250 6.500 $1,691.46 360
5018873 CUPERTINO CA 95014 SFD 7.750 6.500 $4,656.68 360
5018885 SHORT HILLS NJ 07078 SFD 6.750 6.483 $2,594.40 360
5018887 MOUNTAIN VIEW CA 94041 SFD 6.750 6.483 $2,088.49 360
5018912 PORTLAND OR 97219 SFD 6.875 6.500 $1,751.71 360
5018915 MASSAPEQUA NY 11758 SFD 7.250 6.500 $1,555.36 360
5018960 LAGUNA BEACH CA 92651 SFD 7.000 6.500 $2,714.44 360
5019081 DALY CITY CA 94015 SFD 7.000 6.500 $2,607.99 360
5019172 LA MESA CA 91941 SFD 7.250 6.500 $1,855.52 360
5019174 HIGHLAND PARK TX 75205 SFD 6.750 6.483 $1,829.05 360
5019191 GWYNEDD VALLEY PA 19437 SFD 7.375 6.500 $2,313.77 360
5019209 LIVERMORE CA 94550 SFD 7.250 6.500 $1,800.95 360
5019243 FREMONT CA 94539 SFD 7.625 6.500 $3,078.91 360
5019263 LA JOLLA CA 92037 LCO 7.500 6.500 $1,999.76 360
5019278 LOS ANGELES CA 90049 SFD 7.250 6.500 $3,090.26 360
5019295 NACOGDOCHES TX 75964 SFD 6.875 6.500 $436.86 360
5019311 FARMINGTON HILLS MI 48331 SFD 7.125 6.500 $2,453.01 360
5019320 LOS GATOS CA 95032 SFD 7.125 6.500 $3,035.11 360
5019333 FOSTER CITY CA 94404 SFD 7.250 6.500 $2,080.64 360
5019340 TENAFLY NJ 07670 SFD 7.250 6.500 $2,360.33 360
5019351 MORRISON CO 80465 SFD 7.500 6.500 $1,922.84 360
5019387 RIVER HILLS WI 53217 SFD 6.875 6.500 $1,905.10 360
5019398 ST CHARLES MO 63304 SFD 7.250 6.500 $2,046.53 360
5019420 SUNNYVALE CA 94087 SFD 7.875 6.500 $2,233.22 360
5019466 SAN PEDRO CA 90732 SFD 7.250 6.500 $1,896.46 360
5019479 WEST CHESTER PA 19382 SFD 6.625 6.358 $1,869.71 360
5019483 LAGUNA HILLS CA 92653 SFD 7.125 6.500 $2,189.59 360
5019528 SUNNYVALE CA 94087 SFD 7.125 6.500 $1,785.36 360
5019553 DANA POINT CA 92629 SFD 6.875 6.500 $1,702.76 360
5019586 WALNUT CREEK CA 94596 SFD 6.875 6.500 $1,764.19 360
5019619 MISSION VIEJO CA 92692 SFD 7.000 6.500 $1,869.51 360
5019620 ESCONDIDO CA 92025 SFD 7.000 6.500 $2,262.03 360
5019639 SAN DIEGO CA 92130 SFD 7.000 6.500 $2,980.56 360
5019648 SAN JOSE CA 95136 SFD 7.500 6.500 $1,762.03 360
5019649 LAGUNA NIGUEL CA 92677 SFD 7.750 6.500 $7,156.96 360
5019669 LOS ALTOS CA 94024 SFD 7.125 6.500 $3,368.60 360
5019677 LAFAYETTE CA 94549 SFD 6.750 6.483 $2,983.56 360
5019679 KENTFIELD CA 94904 SFD 7.250 6.500 $3,772.44 360
5019687 LOS GATOS CA 95032 SFD 7.250 6.500 $2,264.83 360
5019706 COS COB CT 06807 SFD 7.125 6.500 $2,694.88 360
5019750 NEWARK CA 94560 SFD 7.500 6.500 $1,845.65 360
5019865 NEWPORT BEACH CA 92657 LCO 7.500 6.500 $1,398.43 360
5019894 HOUSTON TX 77079 SFD 7.375 6.500 $2,004.69 360
5019938 MISSION VIEJO CA 92692 SFD 7.000 6.500 $2,070.43 360
5019947 BRONX NY 10463 SFD 7.375 6.500 $2,348.30 360
5019957 SUNNYVALE CA 94086 SFD 7.250 6.500 $1,807.77 360
5019964 DALLAS TX 75225 SFD 6.750 6.483 $2,853.84 360
5020064 FOSTER CITY CA 94404 LCO 6.875 6.500 $2,029.92 360
5020099 FULLERTON CA 92832 SFD 7.125 6.500 $2,694.88 360
5020105 LAWRENCEVILLE GA 30043 SFD 6.875 6.500 $1,836.12 360
5020122 LA CANADA FLINTRIDGE CA 91011 SFD 7.000 6.500 $2,328.56 360
5020174 SUNNYVALE CA 94086 SFD 7.375 6.500 $1,961.52 360
5020241 CALABASAS CA 91302 SFD 7.500 6.500 $1,748.04 360
5020263 TIBURON CA 94920 SFD 7.125 6.500 $2,755.85 360
5020280 GLENCOE IL 60022 SFD 7.125 6.500 $5,726.61 360
5020308 MOUNTAIN VIEW CA 94043 SFD 7.125 6.500 $2,149.17 360
5020311 WATSONVILLE CA 95076 SFD 6.500 6.233 $2,224.88 360
5020373 POTOMAC MD 20854 SFD 6.750 6.483 $2,270.10 360
5020455 COOPER CITY FL 33026 SFD 7.250 6.500 $1,828.24 360
5020513 SAN RAMON CA 94583 SFD 6.500 6.233 $1,946.77 360
5020528 NEWPORT BEACH CA 92660 SFD 6.875 6.500 $2,443.78 360
5020549 MORGAN HILL CA 95037 SFD 7.125 6.500 $2,411.91 360
5020592 KATONAH NY 10536 SFD 6.750 6.483 $1,945.80 360
5020596 BELLEVIEW WA 98006 SFD 7.625 6.500 $1,154.41 360
5020622 NAPLES FL 34109 SFD 7.000 6.500 $1,829.58 360
5020658 MORGAN HILL CA 95037 SFD 6.625 6.358 $3,142.65 360
5020692 SAN RAMON CA 94583 SFD 7.000 6.500 $1,712.49 360
5020707 GLENDALE CA 91206 SFD 7.125 6.500 $2,277.17 360
5020809 KATONAH NY 10536 SFD 7.125 6.500 $3,031.74 360
5020842 SUPERIOR CO 80027 SFD 7.000 6.500 $1,873.82 360
5020879 MERIDIAN ID 83642 SFD 7.000 6.500 $3,108.29 360
5020880 WEST CHESTER PA 19382 SFD 6.500 6.233 $2,002.40 360
5020926 FREMONT CA 94536 SFD 7.125 6.500 $2,649.74 360
5020927 SUNNYVALE CA 94087 SFD 7.250 6.500 $2,360.33 360
5020963 FREMONT CA 94536 SFD 7.375 6.500 $2,002.96 360
5021029 ORINDA CA 94563 SFD 6.625 6.358 $3,457.68 360
5021053 PIEDMONT CA 94611 SFD 7.000 6.500 $3,659.17 360
5021060 SAN JOSE CA 95129 SFD 8.000 6.500 $2,678.25 360
5021067 YORBA LINDA CA 92887 SFD 7.250 6.500 $2,043.12 360
5021070 SAN JOSE CA 95128 SFD 7.250 6.500 $2,101.11 360
5021091 LOS GATOS CA 95032 SFD 7.250 6.500 $2,148.86 360
5021154 SANTA BARBARA CA 93105 SFD 6.500 6.233 $1,776.12 360
5021163 FRANKLIN LAKES NJ 07417 SFD 7.000 6.500 $2,807.58 360
5021193 SARATOGA CA 95070 SFD 7.000 6.500 $3,665.82 360
5021236 MOUNTAIN VIEW CA 94043 SFD 8.000 6.500 $3,287.27 360
5021268 SAN JOSE CA 95129 SFD 8.125 6.500 $2,747.24 360
5021269 REDWOOD CITY CA 94062 SFD 7.500 6.500 $5,653.15 360
5021287 SAN JOSE CA 95135 SFD 7.250 6.500 $2,217.08 360
5021292 NOBLESVILLE IN 46060 SFD 7.500 6.500 $3,670.88 360
5021323 FOSTER CITY CA 94404 SFD 7.250 6.500 $1,760.02 360
5021342 CUPERTINO CA 95014 SFD 7.000 6.500 $3,281.94 360
5021398 COMMACK NY 11725 SFD 7.125 6.500 $2,003.31 360
5021404 SAN FRANCISCO CA 94112 SFD 7.125 6.500 $1,915.39 360
5021411 SAN FRANCISCO CA 94116 SFD 6.875 6.500 $2,430.64 360
5021418 FAIRFIELD CT 06430 SFD 6.875 6.500 $2,460.53 360
5021422 TOPANGA CA 90290 SFD 7.125 6.500 $3,287.75 360
5021455 PORT WASHINGTON NY 11050 SFD 7.125 6.500 $1,792.09 360
5021460 MANHATTAN BEACH CA 90266 SFD 6.875 6.500 $3,284.65 360
5021463 DALLAS TX 75225 SFD 6.875 6.500 $3,278.07 360
5021485 LAKE GROVE NY 11755 SFD 7.125 6.500 $2,225.63 360
5021496 CUPERTINO CA 95014 SFD 7.500 6.500 $1,887.88 360
5021513 DOUGLASTON NY 11362 SFD 7.000 6.500 $1,397.14 360
5021545 NEW YORK NY 10023 HCO 7.250 6.500 $2,442.19 360
5021573 STUDIO CITY CA 91604 SFD 7.000 6.500 $2,123.65 360
5021575 YORBA LINDA CA 92886 SFD 7.125 6.500 $2,414.61 360
5021584 LOS ANGELES CA 90210 SFD 7.000 6.500 $6,653.03 360
5021585 SEATTLE WA 98105 SFD 7.000 6.500 $1,820.93 360
5021586 SAN FRANCISCO CA 94112 SFD 6.875 6.500 $1,478.09 360
5021632 WALNUT CREEK CA 94595 SFD 7.500 6.500 $3,744.30 360
5021673 SAN JOSE CA 95129 SFD 8.000 6.500 $2,326.04 360
5021679 MOUNT KISCO NY 10549 SFD 7.250 6.500 $2,395.81 360
5021680 MARLBORO NJ 07751 SFD 6.625 6.358 $2,273.11 360
5021701 LOS ALTOS CA 94022 SFD 7.000 6.500 $3,113.62 360
5021703 ESSEX FELLS NJ 07021 SFD 6.625 6.358 $1,760.86 360
5021713 NEWTOWN CT 06470 SFD 7.125 6.500 $2,223.27 360
5021721 MINEOLA NY 11501 SFD 7.750 6.500 $1,783.87 360
5021811 BOCA RATON FL 33498 SFD 7.375 6.500 $3,172.00 360
5021817 FREMONT CA 94539 SFD 7.125 6.500 $2,492.76 360
5021835 TORRANCE CA 90505 SFD 7.500 6.500 $2,198.34 360
5021905 MILL VALLEY CA 94941 SFD 7.750 6.500 $2,915.80 360
5021913 HARTSDALE NY 10530 SFD 6.875 6.500 $2,044.37 360
5021929 SAN MATEO CA 94402 SFD 6.875 6.500 $3,823.33 360
5021930 CLIFTON VA 20124 SFD 6.500 6.233 $3,033.93 360
5022030 PALM SPRINGS CA 92264 LCO 7.125 6.500 $504.62 360
5022035 REDWOOD CITY CA 94062 SFD 7.125 6.500 $1,864.18 360
5022040 LOS ANGELES CA 90046 SFD 7.375 6.500 $2,175.63 360
5022054 LOS ANGELES CA 90025 LCO 7.500 6.500 $1,925.64 360
5022078 UPPER MARLBORO MD 20772 SFD 7.250 6.500 $2,522.01 360
5022085 HOLLYWOOD CA 90069 SFD 7.125 6.500 $2,425.39 360
5022109 ENGLEWOOD CO 80111 SFD 7.000 6.500 $2,580.05 360
5022156 STONY BROOK NY 11790 SFD 6.625 6.358 $2,049.00 360
5022158 SAN JOSE CA 95135 SFD 7.125 6.500 $2,459.08 360
5022177 TAHOE CITY CA 96145 SFD 7.375 6.500 $2,590.04 360
5022347 YORBA LINDA CA 92886 PUD 7.125 6.500 $3,068.79 360
5022363 GAITHERSBURG MD 20878 SFD 7.000 6.500 $3,595.96 360
5022367 SAN JOSE CA 95125 SFD 7.500 6.500 $2,657.02 360
5022379 RAMSEY NJ 07446 SFD 7.250 6.500 $1,910.10 360
5022399 PALO ALTO CA 94303 SFD 7.125 6.500 $3,705.46 360
5022412 EAST HAMPTON NY 11937 SFD 7.000 6.500 $2,827.54 360
5022427 OXNARD CA 93035 SFD 7.000 6.500 $2,639.93 360
5022459 SAN JOSE CA 95120 SFD 7.125 6.500 $1,761.78 360
5022520 ANNANDALE VA 22003 SFD 7.500 6.500 $1,766.92 360
5022535 SAN JOSE CA 95135 SFD 7.125 6.500 $2,358.02 360
5022542 CORONADO CA 92118 SFD 6.875 6.500 $2,174.44 360
5022544 OAKLAND CA 94618 SFD 7.125 6.500 $1,785.36 360
5022568 COTO DE CAZA CA 92679 SFD 7.125 6.500 $1,741.57 360
5022602 SANTA CRUZ CA 95060 SFD 7.250 6.500 $2,217.08 360
5022626 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $3,820.19 360
5022894 NOVATO CA 94947 SFD 7.000 6.500 $3,825.49 360
5022929 ALAMO CA 94507 SFD 7.000 6.500 $3,315.87 360
5022946 FAIRFAX VA 22030 SFD 7.500 6.500 $2,234.00 360
5022956 HUNTINGTON BEACH CA 92648 PUD 7.125 6.500 $2,236.75 360
5023043 GOLDEN VALLEY MN 55425 SFD 7.125 6.500 $2,021.16 360
5023131 ENGLEWOOD CLIFFS NJ 07632 SFD 7.250 6.500 $2,046.53 360
5023142 SAN FRANCISCO CA 94122 SFD 7.250 6.500 $2,728.71 360
5023143 FREMONT CA 94539 SFD 7.375 6.500 $3,590.82 360
5023172 REDWOOD CITY CA 94062 SFD 7.250 6.500 $2,217.07 360
5023174 LA MIRADA CA 90638 SFD 7.250 6.500 $1,852.11 360
5023211 COS COB GREENWICH CT 06807 SFD 7.000 6.500 $3,757.63 360
5023239 WEST HILLS CA 91304 SFD 7.250 6.500 $2,626.38 360
5023256 MANHATTAN BEACH CA 90266 LCO 7.000 6.500 $3,013.82 360
5023294 SHARON MA 02067 SFD 6.750 6.483 $2,338.20 360
5023324 CLAYTON CA 94517 SFD 7.750 6.500 $2,206.55 360
5023382 MARLBORO NJ 07746 SFD 7.250 6.500 $2,012.43 360
5023384 GLEN HEAD NY 11545 SFD 7.125 6.500 $1,347.44 360
5023435 LOS ANGELES CA 90005 SFD 7.250 6.500 $3,445.00 360
5023462 SAN JOSE CA 95135 SFD 7.250 6.500 $2,728.71 360
5023470 LAGUNA NIGUEL CA 92677 SFD 7.625 6.500 $3,815.01 360
5023512 LAGUNA NIGUEL CA 92677 SFD 7.875 6.500 $2,124.46 360
5023602 MOUNTAIN VIEW CA 94040 SFD 7.250 6.500 $1,760.02 360
5023622 LEES SUMMIT MO 64064 SFD 7.125 6.500 $2,054.85 360
5023623 ALAMO CA 94507 SFD 7.125 6.500 $3,328.17 360
5023626 ANNAPOLIS MD 21403 SFD 7.250 6.500 $4,297.72 360
5023641 SARATOGA CA 95070 SFD 7.375 6.500 $2,707.45 360
5023649 MILPITAS CA 95035 SFD 8.125 6.500 $2,116.12 360
5023849 READING MA 01867 SFD 6.875 6.500 $2,115.31 360
5023897 SAN FRANCISCO CA 94109 HCO 7.375 6.500 $3,108.04 360
5023997 EL CERRITO CA 94530 SFD 7.875 6.500 $1,990.68 360
5024015 AURORA CO 80016 SFD 7.000 6.500 $2,911.36 360
5024068 SAN FRANCISCO CA 94100 LCO 7.250 6.500 $2,597.73 360
5024069 PACIFIC PALISADES CA 90272 SFD 7.375 6.500 $2,279.23 360
5024140 OAKLAND CA 94602 SFD 6.750 6.483 $1,705.82 360
5024147 SAN FRANCISCO CA 94127 SFD 7.000 6.500 $2,361.83 360
5024173 LONG BEACH CA 90803 SFD 7.000 6.500 $3,265.32 300
5024186 POUGHQUAG NY 12570 SFD 7.375 6.500 $1,796.45 360
5024252 UNIVERSITY PARK TX 75225 SFD 7.000 6.500 $2,145.61 360
5024272 PLEASANTON CA 94566 SFD 6.875 6.500 $4,171.50 360
5024280 LAFAYETTE CA 94549 SFD 7.500 6.500 $2,272.17 360
5024384 PALO ALTO CA 94303 SFD 7.125 6.500 $4,163.58 360
5024392 LONG VALLEY NJ 07853 SFD 7.125 6.500 $1,717.99 360
5024433 COMMACK NY 11725 SFD 7.000 6.500 $1,809.63 360
5024531 ARLINGTON TX 76016 SFD 7.125 6.500 $3,656.27 360
5024640 HOUSTON TX 77055 SFD 7.125 6.500 $1,805.57 360
5024643 LONG BEACH CA 90814 LCO 7.375 6.500 $1,878.64 360
5024644 CAMBRIDGE MA 02138 SFD 7.125 6.500 $3,031.74 360
5024671 MORAGA CA 94556 SFD 7.250 6.500 $2,824.21 360
5024679 SUNNYVALE CA 94087 SFD 7.250 6.500 $1,828.24 360
5024702 SAN RAMON CA 94583 SFD 7.500 6.500 $1,877.40 360
5024705 POUND RIDGE NY 10576 SFD 6.875 6.500 $2,936.48 360
5024867 HUNTINGTON BEACH CA 92646 SFD 7.250 6.500 $2,032.89 360
5024905 GRANADA HILLS AREA L CA 91344 SFD 7.000 6.500 $3,632.56 360
5024971 SAN BRUNO CA 94066 SFD 7.375 6.500 $1,900.74 360
5024993 NAPLES FL 34109 SFD 7.250 6.500 $3,192.58 360
5025007 MARCO ISLAND FL 34145 SFD 6.750 6.483 $3,210.57 360
5025026 STONE HARBOR NJ 08247 SFD 7.250 6.500 $4,030.98 360
5025027 SUNNYVALE CA 94087 SFD 7.875 6.500 $3,045.30 360
5025037 SAN JOSE CA 95135 SFD 7.250 6.500 $2,949.05 360
5025066 SEATTLE WA 98166 SFD 7.875 6.500 $3,915.37 360
5025143 SOUTHOLD NY 11971 SFD 7.250 6.500 $1,910.10 360
5025211 FOSTER CITY CA 94404 SFD 7.625 6.500 $2,176.47 360
5025243 CHATSWORTH CA 91311 SFD 7.500 6.500 $2,922.72 360
5025282 FREMONT CA 94555 SFD 8.125 6.500 $2,264.62 360
5025287 SAN FRANCISCO CA 94131 SFD 7.375 6.500 $1,726.69 360
5025329 HUNTINGTON BEACH CA 92646 PUD 7.000 6.500 $2,914.03 360
5025365 SEATTLE WA 98103 SFD 6.875 6.500 $1,744.15 360
5025370 UNION CITY CA 94587 SFD 7.375 6.500 $2,030.59 360
5025393 CHESTER SPRINGS PA 19425 SFD 7.250 6.500 $2,431.96 360
5025400 MANDEVILLE LA 70471 SFD 7.250 6.500 $1,760.02 360
5025542 SAN DIEGO CA 92131 SFD 7.375 6.500 $1,820.62 360
5025559 BOSTON MA 02118 MF2 6.750 6.483 $3,243.00 360
5025595 MOUNTAIN VIEW CA 94041 SFD 7.250 6.500 $2,336.46 360
5025606 DALLAS TX 75230 SFD 7.500 6.500 $2,125.62 360
5025800 SAN JOSE CA 95138 SFD 8.000 6.500 $4,035.71 360
5025823 DANVILLE CA 94526 SFD 7.250 6.500 $1,935.34 360
5025826 PLEASANTON CA 94588 SFD 7.000 6.500 $1,955.99 360
5025830 ALAMO CA 94507 SFD 6.875 6.500 $3,251.80 360
5025848 SUPERIOR CO 80027 SFD 7.125 6.500 $2,021.16 360
5025852 WALNUT CREEK CA 94598 SFD 7.250 6.500 $2,401.27 360
5025873 ENCINO CA 91316 SFD 6.750 6.483 $2,464.68 360
5025890 SUNNYVALE CA 94087 SFD 8.125 6.500 $2,769.52 360
5025902 LITTLETON CO 80121 SFD 6.875 6.500 $2,562.03 360
5025906 RANCHO PALOS VERDE CA 90275 SFD 7.250 6.500 $2,680.96 360
5025921 MORGAN HILL CA 95037 SFD 7.250 6.500 $3,451.82 360
5025924 FINKSBURG MD 21048 SFD 6.875 6.500 $2,068.67 360
5025953 LOS ANGELES CA 90066 SFD 7.000 6.500 $2,987.21 360
5025971 PLEASANTON CA 94566 SFD 7.375 6.500 $1,933.90 360
5025987 WOODSIDE CA 94062 SFD 7.375 6.500 $1,913.18 360
5026005 SPRINGFIELD VA 22151 SFD 7.125 6.500 $1,885.74 360
5026071 FORT WORTH TX 76107 SFD 7.125 6.500 $2,155.90 360
5026079 LEANDER TX 78641 SFD 6.875 6.500 $2,463.16 360
5026184 DIX HILLS NY 11746 SFD 7.125 6.500 $2,425.39 360
5026194 SAN JOSE CA 95135 SFD 7.125 6.500 $3,099.11 360
5026292 SUNNYVALE CA 94086 SFD 7.500 6.500 $2,155.68 360
5026319 ROSLYN HEIGHTS NY 11577 LCO 7.000 6.500 $2,448.32 360
5026329 LA CANADA FLINTRIDGE CA 91011 SFD 7.250 6.500 $2,837.86 360
5026352 ALAMEDA CA 94501 SFD 7.250 6.500 $2,032.89 360
5026369 PALO ALTO CA 94306 SFD 6.875 6.500 $2,102.18 360
5026375 REDONDO BEACH CA 90277 SFD 7.000 6.500 $3,991.82 360
5026415 SAN JOSE CA 95131 SFD 7.250 6.500 $2,155.68 360
5026437 EL CAJON CA 92019 SFD 6.750 6.483 $1,783.65 360
5026517 SAN JOSE CA 95130 SFD 7.375 6.500 $2,293.74 360
5026571 OAK BROOK IL 60521 SFD 7.000 6.500 $2,361.83 360
5026574 DULUTH GA 30097 SFD 7.125 6.500 $4,176.39 360
5026586 PALMDALE CA 93551 SFD 7.250 6.500 $1,739.55 360
5026587 SUNNYVALE CA 94086 SFD 7.750 6.500 $2,149.24 360
5026623 DEL MAR CA 92014 SFD 7.000 6.500 $6,356.97 360
5026653 SAN JOSE CA 95120 SFD 7.250 6.500 $2,592.27 360
5026687 SAN JOSE CA 95129 SFD 7.250 6.500 $2,394.44 360
5026703 SAN JOSE CA 95129 SFD 7.125 6.500 $2,425.39 360
5026706 LOS ALTOS CA 94024 SFD 7.250 6.500 $4,297.71 360
5026708 LOS GATOS CA 95032 SFD 7.250 6.500 $1,773.66 360
5026728 MILLBRAE CA 94030 SFD 7.250 6.500 $2,190.47 360
5026729 DALLAS TX 75225 SFD 6.875 6.500 $1,970.79 360
5026730 ANAHEIM CA 92808 PUD 7.250 6.500 $2,459.25 360
5026734 OVILLA TX 75154 SFD 6.625 6.358 $1,767.26 360
5026739 PALO ALTO CA 94303 SFD 7.250 6.500 $3,479.10 360
5026800 FOSTER CITY CA 94404 SFD 7.250 6.500 $1,910.10 360
5026823 BONITA SPRINGS FL 34134 SFD 7.000 6.500 $1,995.91 360
5026853 BOERNE TX 78006 SFD 7.000 6.500 $2,168.89 360
5026870 PELL CITY AL 35128 SFD 7.000 6.500 $2,488.24 360
5026949 SANTA MONICA CA 90405 LCO 7.000 6.500 $1,946.01 360
5026996 YORBA LINDA CA 92886 SFD 7.500 6.500 $1,859.57 360
5027007 DARIEN CT 06820 SFD 7.125 6.500 $5,551.45 360
5027078 VIRGINIA BEACH VA 23456 SFD 7.750 6.500 $1,038.80 360
5027091 AURORA CO 80016 SFD 7.000 6.500 $2,744.38 360
5027103 HOUSTON TX 77024 SFD 7.125 6.500 $2,290.65 360
5027119 BUMPASS VA 23024 SFD 7.500 6.500 $2,237.49 360
5027156 FREMONT CA 94539 SFD 7.125 6.500 $2,560.14 360
5027159 MISSION VIEJO CA 92692 SFD 7.375 6.500 $2,817.96 360
5027217 DEL MAR CA 92014 SFD 7.125 6.500 $2,863.31 360
5027237 EAST MORICHES NY 11940 SFD 7.125 6.500 $2,021.16 360
5027266 SAN JOSE CA 95131 SFD 8.125 6.500 $2,004.75 360
5027270 LEAWOOD KS 66211 SFD 7.000 6.500 $4,304.51 360
5027275 FREMONT CA 94539 SFD 7.875 6.500 $3,248.32 360
5027279 LOS ANGELES CA 90046 SFD 6.875 6.500 $2,117.94 360
5027314 HALF MOON BAY CA 94019 SFD 7.000 6.500 $1,729.79 360
5027343 SANTA BARBARA CA 93103 SFD 6.875 6.500 $2,121.89 360
5027361 VENICE CA 90291 SFD 7.250 6.500 $1,872.58 360
5027413 GOLETA CA 93117 SFD 7.500 6.500 $1,859.92 360
5027414 CONCORD CA 94521 SFD 7.500 6.500 $2,013.74 360
5027506 SOUTHAMPTON NY 11968 SFD 7.250 6.500 $1,773.66 360
5027593 SAN ANTONIO TX 78212 SFD 7.000 6.500 $2,315.26 360
5027788 LOS ALTOS CA 94022 SFD 6.875 6.500 $4,138.66 360
5027869 ALAMO CA 94507 SFD 7.125 6.500 $3,496.60 360
5027884 NEW YORK NY 10022 MF2 7.875 6.500 $5,655.55 360
5027888 DANVILLE CA 94506 SFD 7.125 6.500 $3,078.90 360
5027938 OAKLAND CA 94618 SFD 7.125 6.500 $2,344.55 360
5027972 PORTOLA VALLEY CA 94028 SFD 7.250 6.500 $2,728.71 360
5027973 MILL VALLEY CA 94941 SFD 7.375 6.500 $1,878.64 360
5027986 POWAY CA 92064 SFD 6.875 6.500 $1,970.79 360
5028104 MANHATTAN BEACH CA 90266 SFD 7.250 6.500 $4,424.60 360
5028158 SUWANEE GA 30024 SFD 7.500 6.500 $2,097.65 360
5028204 FREMONT CA 94539 SFD 7.125 6.500 $2,526.45 360
5028352 MILL VALLEY CA 94941 SFD 7.500 6.500 $2,525.54 240
5028423 SAN JOSE CA 95119 SFD 7.125 6.500 $1,999.60 360
5028458 POTOMAC MD 20854 SFD 7.375 6.500 $2,445.00 360
5028479 MARYSVILLE WA 98271 SFD 6.875 6.500 $2,764.03 360
5028630 BOCA RATON FL 33486 SFD 7.125 6.500 $1,697.78 360
5028635 BELMONT CA 94002 SFD 7.500 6.500 $3,566.00 360
5028654 SAN ANTONIO TX 78258 SFD 7.000 6.500 $1,962.65 360
5028685 GREENBRAE CA 94904 SFD 7.000 6.500 $3,077.03 360
5028708 HOUSTON TX 77096 SFD 7.000 6.500 $1,676.57 360
5028711 WALNUT CREEK CA 94596 SFD 7.375 6.500 $2,072.03 360
5028764 SAN JOSE CA 95125 SFD 7.250 6.500 $1,855.52 360
5028836 MILPITAS CA 95035 SFD 7.375 6.500 $2,158.36 360
5028922 BEVERLY HILLS CA 90211 LCO 7.375 6.500 $3,453.38 360
5029073 SUNNYVALE CA 94087 SFD 6.875 6.500 $1,905.10 360
5029091 CUPERTINO CA 95014 SFD 8.125 6.500 $2,598.75 360
5029107 FREMONT CA 94539 SFD 7.375 6.500 $2,210.17 360
5029133 FREMONT CA 94539 SFD 8.125 6.500 $3,920.39 360
5029268 GREAT NECK NY 11021 SFD 7.500 6.500 $2,076.67 360
5029284 PALO ALTO CA 94306 SFD 8.000 6.500 $3,364.32 360
5029301 MESA AZ 85207 SFD 7.500 6.500 $1,887.88 360
5029305 CAMANO ISLAND WA 98292 SFD 7.125 6.500 $2,467.16 360
5029329 IRVINE CA 92606 SFD 7.000 6.500 $2,021.85 360
5029341 SANIBEL FL 33957 LCO 7.375 6.500 $2,106.56 360
5029354 SARATOGA CA 95070 SFD 7.125 6.500 $2,694.87 360
5029361 OCEANSIDE CA 92057 SFD 7.000 6.500 $1,689.87 360
5029366 NAPERVILLE IL 60540 SFD 7.500 6.500 $1,887.88 360
5029374 MURPHYS CA 95247 SFD 7.375 6.500 $2,762.70 360
5029385 MONTEREY PARK CA 91754 SFD 7.000 6.500 $1,784.34 360
5029419 SOUTH SAN FRANCISCO CA 94080 SFD 7.000 6.500 $2,894.07 360
5029433 LOS ANGELES CA 90732 SFD 7.250 6.500 $2,715.06 360
5029474 ALAMO CA 94507 SFD 7.125 6.500 $2,856.57 360
5029481 SARATOGA CA 95070 SFD 7.375 6.500 $2,672.92 360
5029552 AUSTIN TX 78759 SFD 7.500 6.500 $2,070.38 360
5029625 MANHATTAN BEACH CA 90266 SFD 7.500 6.500 $1,922.84 360
5029746 CUPERTINO CA 95014 SFD 7.375 6.500 $2,555.50 360
5029761 SAN JOSE CA 95120 SFD 6.750 6.483 $2,140.38 360
5029805 GAMBRILLS MD 21054 SFD 7.500 6.500 $1,650.15 360
5029950 DURANGO CO 81301 SFD 7.375 6.500 $2,082.39 360
5030131 SAN ANSELMO CA 94960 SFD 7.125 6.500 $3,301.23 360
5030190 SAN RAMON CA 94583 SFD 7.375 6.500 $2,862.16 360
5030208 SAN JOSE CA 95123 SFD 8.000 6.500 $2,707.60 360
5030254 LOS ANGELES CA 90036 SFD 7.375 6.500 $2,102.42 360
5030269 SAN FRANCISCO CA 94115 LCO 7.125 6.500 $3,321.44 360
5030274 TULSA OK 74136 SFD 7.500 6.500 $2,517.18 360
5030275 LOS GATOS CA 95032 SFD 6.750 6.483 $2,727.36 360
5030299 GIG HARBOR WA 98335 SFD 7.500 6.500 $2,517.18 360
5030300 PASADENA CA 91106 SFD 7.250 6.500 $1,731.37 360
5030320 CASTRO VALLEY CA 94552 SFD 6.750 6.483 $1,718.79 360
5030334 LONGWOOD FL 32750 SFD 7.000 6.500 $1,756.40 360
5030344 DANA POINT CA 92629 SFD 7.000 6.500 $1,975.95 360
5030370 RIVERSIDE AREA CA 92562 SFD 7.250 6.500 $2,121.57 360
5030379 PETALUMA CA 94952 SFD 6.875 6.500 $2,575.17 360
5030385 SAN DIEGO CA 92121 SFD 7.250 6.500 $1,835.06 360
5030417 BELLEVUE WA 98006 SFD 7.250 6.500 $1,705.45 360
5030425 DEL MAR CA 92014 SFD 6.750 6.483 $2,594.39 360
5030436 LOS ANGELES CA 90045 SFD 8.000 6.500 $3,727.53 360
5030438 LOS ANGELES NORTHRID CA 91326 SFD 7.250 6.500 $1,925.11 360
5030469 CALABASAS CA 91302 SFD 7.375 6.500 $3,142.58 360
5030479 NEW ROCHELLE NY 10801 SFD 7.375 6.500 $1,579.92 360
5030496 DANA POINT CA 92629 SFD 7.125 6.500 $2,358.02 360
5030519 LAGUNA BEACH CA 92651 SFD 7.250 6.500 $3,521.74 360
5030522 SACRAMENTO CA 95819 SFD 7.375 6.500 $2,175.63 360
5030541 SANTA ANA AREA ORANG CA 92705 SFD 7.250 6.500 $1,910.10 360
5030547 NORTH ANDOVER MA 01845 SFD 6.625 6.358 $1,741.65 360
5030554 NOVATO CA 94947 SFD 7.250 6.500 $2,496.77 360
5030559 CALABASAS CA 91302 SFD 7.000 6.500 $2,907.38 360
5030581 SAUSALITO CA 94965 SFD 7.625 6.500 $2,906.21 360
5030647 MURRIETA CA 92562 SFD 7.375 6.500 $2,094.13 360
5030688 SUNSET HILLS MO 63128 SFD 7.250 6.500 $2,387.62 360
5030719 CUPERTINO CA 95014 SFD 7.500 6.500 $2,517.18 360
5030754 SANTA BARBARA CA 93105 SFD 7.125 6.500 $2,021.16 360
5030795 ALAMO CA 94507 SFD 7.375 6.500 $3,453.38 360
5030802 MILL VALLEY CA 94941 SFD 7.250 6.500 $3,013.18 360
5030955 SAN JOSE CA 95120 SFD 7.875 6.500 $2,385.48 360
5031026 STAMFORD CT 06905 SFD 7.500 6.500 $1,811.66 360
5031106 MILLBRAE CA 94030 SFD 7.375 6.500 $2,296.50 360
5031200 PASADENA CA 91107 SFD 7.375 6.500 $1,935.62 360
5031291 SANTA BARBARA CA 93110 SFD 7.000 6.500 $1,949.34 360
5031293 SOLVANG CA 93463 SFD 7.375 6.500 $2,679.82 360
5031309 CHINO HILLS CA 91709 SFD 6.375 6.108 $3,493.68 360
5031312 PACIFIC PALISADES ARE CA 90272 SFD 7.000 6.500 $2,632.61 360
5031327 LAS FLORES AREA CA 92688 SFD 7.500 6.500 $1,748.04 360
5031343 SAN MATEO CA 94402 SFD 7.250 6.500 $2,329.64 360
5031345 BUCKLEY WA 98321 SFD 6.875 6.500 $1,852.54 360
5031382 FOSTER CITY CA 94404 SFD 7.000 6.500 $2,215.46 360
5031401 SARATOGA CA 95070 SFD 7.125 6.500 $3,368.60 360
5031402 OAKLAND CA 94618 SFD 6.875 6.500 $3,153.26 360
5031408 VIRGINIA BEACH VA 23454 SFD 6.750 6.483 $1,660.42 360
5031465 SEATTLE WA 98166 SFD 7.250 6.500 $2,348.40 360
5031472 CLEARWATER FL 34615 SFD 7.500 6.500 $3,496.08 360
5031475 BARRINGTON IL 60010 LCO 7.500 6.500 $1,957.80 360
5031523 GRESHAM OR 97030 SFD 7.250 6.500 $1,882.81 360
5031531 LONG BEACH CA 90803 SFD 7.250 6.500 $3,080.71 360
5031560 DOYLESTOWN PA 18901 SFD 6.375 6.108 $2,146.11 360
5031586 SAN JOSE CA 95120 SFD 7.125 6.500 $2,630.20 360
5031602 SUNNYVALE CA 94087 SFD 6.625 6.358 $2,786.64 360
5031619 NEW ROCHELLE NY 10804 SFD 7.375 6.500 $2,417.37 360
5031621 ORLANDO FL 32836 SFD 7.000 6.500 $2,228.77 360
5031628 LEXINGTON MA 02420 SFD 7.375 6.500 $2,141.10 360
5031651 HUMMELSTOWN PA 17036 SFD 6.750 6.483 $1,910.12 360
5031684 KIRKWOOD MO 63122 SFD 7.000 6.500 $1,995.91 360
5031750 NORTH SALT LAKE UT 84054 SFD 7.000 6.500 $1,842.89 360
5031882 SANTA CLARA CA 95051 SFD 7.125 6.500 $1,872.94 360
5031956 WALNUT CREEK CA 94598 SFD 6.500 6.233 $2,386.69 360
5031979 SANTA CRUZ CA 95060 SFD 6.875 6.500 $2,102.18 360
5032050 APTOS CA 95003 SFD 7.250 6.500 $2,114.75 360
5032095 MILPITAS CA 95035 SFD 8.125 6.500 $2,116.12 360
5032096 SAN JOSE CA 95135 SFD 8.125 6.500 $2,828.92 360
5032100 CASTRO VALLEY CA 94552 SFD 7.375 6.500 $2,624.57 360
5032269 DIAMOND BAR CA 91765 SFD 7.000 6.500 $2,388.44 360
5032280 COLORADO SPRINGS CO 80919 SFD 7.000 6.500 $1,949.34 360
5032282 SEATTLE WA 98115 SFD 6.750 6.483 $1,816.08 360
5032301 SEATTLE WA 98112 SFD 6.875 6.500 $2,759.11 360
5032311 PORTLAND OR 97229 SFD 7.000 6.500 $2,042.48 360
5032319 ATLANTA GA 30342 SFD 7.000 6.500 $2,508.19 360
5032322 CUPERTINO CA 95014 SFD 7.500 6.500 $2,447.26 360
5032338 SANTA ROSA CA 95409 SFD 7.125 6.500 $3,590.92 360
5032347 SAN PEDRO CA 90731 SFD 7.375 6.500 $2,175.63 360
5032350 MASON OH 45040 SFD 7.500 6.500 $1,970.74 360
5032372 SACRAMENTO CA 95818 SFD 7.125 6.500 $1,934.92 360
5032383 SANTA ROSA CA 95404 SFD 7.125 6.500 $3,402.28 360
5032410 SAN MARCOS CA 92069 SFD 7.000 6.500 $1,829.25 360
5032441 RANCHO PALOS VERDES CA 90275 SFD 7.500 6.500 $2,922.72 360
5032463 JOPLIN MO 64804 SFD 7.125 6.500 $2,069.66 360
5032465 SPRINGDALE AR 72764 SFD 6.875 6.500 $2,128.45 360
5032536 CASTRO VALLEY CA 94546 SFD 7.125 6.500 $1,872.94 360
5032556 BIG SKY MT 59716 PUD 7.375 6.500 $2,182.53 360
5032559 DANA POINT CA 92629 SFD 7.000 6.500 $2,017.87 360
5032568 SAN JOSE CA 95148 SFD 7.125 6.500 $2,091.56 360
5032584 CHICAGO IL 60610 SFD 7.125 6.500 $1,987.47 360
5032598 BLOOMFIELD TOWNSHIP MI 48301 SFD 7.125 6.500 $1,858.45 360
5032614 NORTH ANDOVER MA 01845 SFD 7.000 6.500 $1,862.85 360
5032637 SANTA ROSA CA 95404 SFD 7.375 6.500 $3,474.10 360
5032658 MILPITAS CA 95035 SFD 7.250 6.500 $2,278.47 360
5032667 SAN JOSE CA 95124 SFD 6.750 6.483 $1,805.70 360
5032727 GREENWICH CT 06870 SFD 7.125 6.500 $3,368.59 360
5032728 SPRING LAKE NJ 07762 SFD 7.625 6.500 $3,170.92 360
5032745 DALLAS TX 75214 SFD 7.125 6.500 $1,994.21 360
5032753 WEXFORD PA 15090 SFD 6.875 6.500 $2,299.25 360
5032824 SAN ANSELMO CA 94960 SFD 6.750 6.483 $2,853.84 360
5032828 ALPHARETTA GA 30022 SFD 6.750 6.483 $2,594.40 360
5032982 SUGAR LAND TX 77479 SFD 6.875 6.500 $3,678.81 360
5033008 SAN JOSE CA 95129 SFD 8.125 6.500 $2,903.17 360
5033077 MOUNTAIN VIEW CA 94040 SFD 7.500 6.500 $2,936.71 360
5033123 PASADENA MD 21122 SFD 6.750 6.483 $1,746.03 360
5033127 SUISUN CITY CA 94585 SFD 7.000 6.500 $2,114.34 360
5033145 SCITUATE MA 02066 SFD 7.125 6.500 $2,155.90 360
5033166 OAKLAND CA 94605 SFD 7.000 6.500 $1,862.85 360
5033179 MOORPARK CA 93021 SFD 7.500 6.500 $1,940.33 360
5033209 FALLS CHURCH VA 22046 SFD 6.250 5.983 $1,797.90 360
5033219 SAN JOSE CA 95124 SFD 7.000 6.500 $2,474.93 360
5033230 PORTLAND OR 97210 SFD 6.875 6.500 $1,951.08 360
5033260 RICHMOND VA 23229 SFD 7.125 6.500 $1,912.69 360
5033270 BOLTON MA 01740 SFD 7.375 6.500 $2,470.90 360
5033278 LOS ALTOS CA 94024 SFD 7.250 6.500 $2,387.62 360
5033309 WESTBOROUGH MA 01581 SFD 6.500 6.233 $1,959.42 360
5033340 BROOKLINE MA 02446 LCO 7.000 6.500 $2,607.99 360
5033362 WARRENTON VA 20186 SFD 7.250 6.500 $1,773.66 360
5033367 HERMOSA BEACH CA 90254 SFD 7.625 6.500 $2,434.81 360
5033377 CHESTERFIELD MO 63005 SFD 6.875 6.500 $2,318.97 360
5033411 HUTCHINSON KS 67502 SFD 7.000 6.500 $2,461.62 360
5033479 CHESAPEAKE VA 23320 SFD 7.000 6.500 $2,259.37 360
5033509 TORRANCE CA 90505 SFD 6.875 6.500 $2,259.84 360
5033585 RIVERSIDE IL 60546 SFD 7.000 6.500 $1,962.65 360
5033639 SOLANA BEACH CA 92075 SFD 6.750 6.483 $3,064.63 360
5033673 FORT COLLINS CO 80525 SFD 6.750 6.483 $2,010.66 360
5033686 IRVINE CA 92614 SFD 7.000 6.500 $2,022.52 360
5033746 BETHESDA MD 20817 SFD 7.250 6.500 $1,991.96 360
5033772 BELLAIRE TX 77401 SFD 7.125 6.500 $3,915.99 360
5033798 LAGUNA BEACH CA 92651 SFD 7.125 6.500 $3,233.85 360
5033811 CHARLOTTESVILLE VA 22901 SFD 6.750 6.483 $1,900.40 360
5033851 SAN BRUNO CA 94066 SFD 6.875 6.500 $1,689.63 360
5033871 GREENBRAE CA 94904 SFD 7.125 6.500 $2,122.21 360
5033887 FREMONT CA 94539 SFD 7.250 6.500 $3,281.27 360
5033910 BURBANK CA 91505 SFD 7.250 6.500 $648.07 360
5033919 FOUNTAIN VALLEY CA 92708 SFD 7.250 6.500 $1,903.27 360
5033927 OAKLAND CA 94611 SFD 7.250 6.500 $3,410.55 360
5033934 SANTA CLARA CA 95054 SFD 7.125 6.500 $1,956.48 360
5033947 YORBA LINDA CA 92886 SFD 7.500 6.500 $1,824.95 360
5033958 SAN RAMON CA 94583 SFD 6.875 6.500 $1,773.71 360
5033984 CASTRO VALLEY CA 94546 SFD 6.875 6.500 $1,806.55 360
5033994 ROCKLIN CA 95765 SFD 7.125 6.500 $1,909.99 360
5034002 DEL MAR CA 92014 LCO 7.250 6.500 $2,738.94 360
5034014 DANVILLE CA 94506 SFD 7.250 6.500 $2,217.08 360
5034055 LOS GATOS CA 95030 SFD 7.000 6.500 $6,320.38 360
5034058 AUSTIN TX 78733 SFD 6.875 6.500 $2,535.09 360
5034290 LITTLETON CO 80123 SFD 7.125 6.500 $2,140.41 360
5034360 WEATHERFORD TX 76008 SFD 7.500 6.500 $2,936.00 360
5034369 IRVINE CA 92612 LCO 7.250 6.500 $2,210.26 360
5034383 NORTH BETHESDA MD 20852 SFD 7.000 6.500 $2,328.56 360
5034387 ALPHARETTA GA 30022 SFD 7.375 6.500 $2,154.22 360
5034550 SAN DIEGO CA 92130 SFD 7.375 6.500 $2,051.31 360
5034572 MOUNTAIN VIEW CA 94040 SFD 7.000 6.500 $2,328.56 360
5034585 HOLLISTER CA 95023 SFD 7.125 6.500 $2,473.89 360
5034594 LOS GATOS CA 95030 SFD 6.500 6.233 $3,792.41 360
5034608 LEAWOOD KS 66211 SFD 6.625 6.358 $1,920.93 360
5034625 SAN FRANCISCO CA 94109 SFD 6.875 6.500 $1,970.79 360
5034634 CHESTER SPRINGS PA 19425 SFD 6.500 6.233 $2,418.93 360
5034636 SAN JOSE CA 95123 SFD 7.000 6.500 $1,756.40 360
5034641 LA VERNE CA 91750 SFD 7.125 6.500 $1,836.89 360
5034644 MOUNTAIN VIEW CA 94043 SFD 7.250 6.500 $1,732.73 360
5034650 HUNTINGTON BEACH CA 92648 SFD 7.000 6.500 $2,208.80 360
5034690 SAN JOSE CA 95120 SFD 6.875 6.500 $2,517.36 360
5034725 ALPHARETTA GA 30004 SFD 7.000 6.500 $1,995.91 360
5034742 SAN FRANCISCO CA 94123 HCO 7.000 6.500 $3,991.82 360
5034748 IRVING TX 75063 SFD 7.000 6.500 $1,853.53 360
5034749 OAKLAND CA 94619 SFD 7.375 6.500 $1,947.71 360
5034842 FREMONT CA 94539 SFD 7.000 6.500 $2,701.13 360
5035121 BELLEVUE WA 98006 SFD 7.625 6.500 $1,781.87 360
5035156 NEWPORT BEACH AREA CA 92657 LCO 7.375 6.500 $2,244.70 360
5035166 GLEN ALLEN VA 23060 SFD 7.625 6.500 $2,066.76 360
5035185 LA CANADA CA 91011 SFD 7.125 6.500 $3,227.12 360
5035206 CYPRESS CA 90630 SFD 7.250 6.500 $1,858.94 360
5035216 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $3,172.12 360
5035226 TUSTIN CA 92782 SFD 7.250 6.500 $2,401.27 360
5035230 SAN JOSE CA 95120 SFD 7.000 6.500 $2,175.54 360
5035258 LAGUNA NIGUEL CA 92677 SFD 6.625 6.358 $2,305.12 360
5035275 FOOTHILL RANCH AREA CA 92610 SFD 7.000 6.500 $1,985.27 360
5035294 BURLINGAME CA 94010 SFD 7.375 6.500 $1,864.83 360
5035354 MALIBU CA 90265 SFD 6.500 6.233 $2,191.01 360
5035368 VENTURA CA 93003 SFD 7.250 6.500 $1,749.79 360
5035389 LONG BEACH CA 90803 SFD 7.000 6.500 $2,194.17 360
5035405 DANVILLE CA 94526 SFD 7.000 6.500 $3,941.92 360
5035416 CHESTERTON IN 46304 SFD 6.875 6.500 $2,299.26 360
5035426 REDONDO BEACH CA 90278 SFD 7.000 6.500 $2,894.07 360
5035432 SAN JOSE CA 95118 SFD 7.000 6.500 $2,215.46 360
5035438 CULVER CITY CA 90230 SFD 7.375 6.500 $1,754.32 360
5035444 DANA POINT CA 92629 SFD 7.000 6.500 $1,916.08 360
5035454 OLD LYME CT 06371 SFD 7.000 6.500 $2,015.87 360
5035469 YORBA LINDA CA 92887 SFD 7.500 6.500 $2,674.50 360
5035476 LOS ANGELES CA 90046 LCO 7.000 6.500 $2,827.54 360
5035486 MISSION VIEJO CA 92691 SFD 6.750 6.483 $1,621.50 360
5035496 RANCHO SANTA MARGARITA ARCA 92688 SFD 7.250 6.500 $1,923.74 360
5035505 MOUNT VERNON NY 10708 SFD 7.250 6.500 $3,956.62 360
5035547 LA MESA CA 91941 SFD 7.125 6.500 $2,863.31 360
5035566 SANTA CRUZ CA 95062 SFD 7.375 6.500 $3,364.97 360
5035586 LOS ANGELES CA 90039 SFD 7.000 6.500 $2,448.32 360
5035590 CASTRO VALLEY CA 94552 SFD 7.250 6.500 $2,111.34 360
5035598 SANTA MONICA CA 90405 LCO 7.250 6.500 $2,687.78 360
5035601 LONG BEACH CA 90803 SFD 7.250 6.500 $2,305.76 360
5035676 ISSAQUAH WA 98029 SFD 6.875 6.500 $2,069.33 360
5035681 ORINDA CA 94563 SFD 8.125 6.500 $2,583.90 360
5035685 LOS ANGELES CA 90025 HCO 7.375 6.500 $2,434.63 360
5035731 IRVINE CA 92606 SFD 7.500 6.500 $2,569.61 360
5035752 NASHVILLE TN 37215 SFD 7.250 6.500 $1,904.98 360
5035773 CHINO HILLS CA 91709 SFD 7.500 6.500 $2,203.93 360
5035792 ROCHESTER MI 48306 SFD 7.000 6.500 $2,235.42 360
5035813 ACTON MA 01720 SFD 7.250 6.500 $2,142.04 360
5035833 TORRANCE CA 90505 SFD 7.125 6.500 $1,643.87 360
5035838 BLOOMINGDALE IL 60108 SFD 7.000 6.500 $1,889.46 360
5035841 AUSTIN TX 78731 SFD 7.250 6.500 $1,916.92 360
5035855 DANA POINT CA 92629 SFD 7.125 6.500 $2,910.46 360
5035877 SAN FRANCISCO CA 94115 LCO 7.250 6.500 $2,210.25 360
5035892 NORTHVILLE MI 48167 SFD 7.250 6.500 $2,019.24 360
5035897 VENTURA CA 93003 SFD 7.000 6.500 $2,198.16 360
5035903 SAN RAMON CA 94583 SFD 6.750 6.483 $2,088.49 360
5035925 HUDSON MA 01749 SFD 6.750 6.483 $2,244.15 360
5035934 VIENNA VA 22181 SFD 7.500 6.500 $2,500.75 360
5035942 EAST GREENWICH RI 02818 SFD 7.125 6.500 $1,706.19 360
5035965 WESTWOOD MA 02090 SFD 6.875 6.500 $2,049.62 360
5036037 DARIEN CT 06820 SFD 6.750 6.483 $2,205.24 360
5036057 RESTON VA 20194 SFD 7.250 6.500 $1,869.17 360
5036174 LONG BEACH CA 90803 SFD 6.875 6.500 $2,144.22 360
5036218 SAN JUAN CAPISTRANO CA 92675 SFD 7.000 6.500 $4,265.92 360
5036227 CITY OF LOS ANGELES WOODCA 91364 SFD 7.375 6.500 $1,848.94 360
5036240 THOUSAND OAKS CA 91362 SFD 7.250 6.500 $1,944.21 360
5036261 LOS ANGELES CA 90732 SFD 7.500 6.500 $1,776.71 360
5036262 YORBA LINDA CA 92687 SFD 7.250 6.500 $1,964.67 360
5036276 TOWNSHIP OF LOWER MAKEFIEPA 19067 SFD 7.000 6.500 $2,029.18 360
5036278 LINCOLN MA 01773 SFD 7.000 6.500 $1,871.17 360
5036291 MANHATTAN BEACH CA 90266 SFD 7.250 6.500 $2,062.22 360
5036302 CHINO HILLS CA 91709 SFD 7.375 6.500 $1,712.88 360
5036323 GILBERT AZ 85234 SFD 7.125 6.500 $2,452.34 360
5036352 WALNUT AREA CA 91789 SFD 7.000 6.500 $1,689.87 360
5036373 LOS ANGELES CA 90045 SFD 7.250 6.500 $2,339.86 360
5036377 TORRANCE CA 90503 SFD 6.625 6.358 $1,694.27 360
5036401 LAGUNA HILLS CA 92653 SFD 7.250 6.500 $2,237.54 360
5036453 SIMI VALLEY CA 93063 SFD 7.375 6.500 $1,993.98 360
5036468 SAN DIEGO CA 92131 SFD 7.000 6.500 $1,812.62 360
5036486 CORONA CA 91719 SFD 7.000 6.500 $2,213.80 360
5036491 MANHATTAN BEACH CA 90266 SFD 7.125 6.500 $1,953.79 360
5036500 COVINA AREA CA 91724 SFD 7.000 6.500 $3,060.40 360
5036512 DANA POINT CA 92624 SFD 7.125 6.500 $1,939.64 360
5036514 UPLAND CA 91784 SFD 7.250 6.500 $2,029.48 360
5036526 INGLEWOOD CA 90302 SFD 7.250 6.500 $1,937.39 360
5036547 LOS ANGELES CA 90004 SFD 6.750 6.483 $4,154.28 360
5036582 HOUSTON TX 77098 HCO 6.875 6.500 $2,049.62 360
5036592 LONG BEACH CA 90803 SFD 7.000 6.500 $1,829.59 360
5036644 RIVERTON UT 84065 SFD 7.000 6.500 $1,697.86 360
5036657 LOS ANGELES CA 90272 SFD 7.000 6.500 $4,317.82 360
5036684 ENCINO AREA LOS ANGELES CA 91436 SFD 7.000 6.500 $2,511.52 360
5036688 PALO ALTO CA 94303 SFD 8.000 6.500 $3,133.18 360
5036697 FURLONG PA 18925 SFD 7.250 6.500 $1,910.10 360
5036709 SANTA CLARITA CA 91355 SFD 6.875 6.500 $1,872.25 360
5036724 CARLSBAD CA 92009 SFD 7.000 6.500 $2,281.99 360
5036735 GLENDORA CA 91741 SFD 7.000 6.500 $1,783.01 360
5036737 DECATUR GA 30030 SFD 7.250 6.500 $1,806.41 360
5036762 BIRMINGHAM AL 35242 SFD 6.500 6.233 $1,769.79 360
5036766 SAN DIEGO CA 92106 SFD 7.125 6.500 $2,488.38 360
5036823 SHELTON CT 06484 SFD 7.125 6.500 $2,290.65 360
5036846 BROOKLYN NY 11234 SFD 7.000 6.500 $3,326.51 360
5036858 TULSA OK 74114 SFD 7.000 6.500 $2,128.97 360
5036919 LOS ANGELES CA 90049 SFD 7.250 6.500 $3,854.30 360
5037129 MERCER ISLAND WA 98040 SFD 6.875 6.500 $2,463.49 360
5037130 SARATOGA CA 95070 SFD 7.375 6.500 $2,210.17 360
5037209 ANAHEIM CA 92808 SFD 7.000 6.500 $1,796.32 360
5037218 MONARCH BEACH AREA CA 92629 SFD 7.000 6.500 $2,661.21 360
5037234 LONG BEACH CA 90803 SFD 7.375 6.500 $2,248.15 360
5037283 SHADOW HILLS CA 91040 SFD 7.000 6.500 $2,341.87 360
5037313 GALT CA 95632 SFD 7.375 6.500 $2,072.03 360
5037339 NEWPORT BEACH CA 92660 SFD 7.250 6.500 $2,182.97 360
5037366 FREMONT CA 94539 SFD 7.500 6.500 $3,180.73 360
5037382 REDONDO BEACH CA 90277 SFD 7.000 6.500 $2,484.91 360
5037403 AZLE TX 76020 SFD 6.750 6.483 $3,035.44 360
5037405 SAN RAMON CA 94583 SFD 7.750 6.500 $2,124.88 360
5037408 TRABUCO CANYON CA 92679 SFD 7.000 6.500 $2,348.52 360
5037430 ORANGE CA 92867 SFD 7.000 6.500 $2,262.03 360
5037448 MALIBU CA 90265 SFD 7.375 6.500 $3,259.99 360
5037466 SANTA ANA AREA CA 92705 SFD 6.500 6.233 $3,247.25 360
5037470 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $2,049.14 360
5037479 POMPANO BEACH FL 33062 SFD 7.125 6.500 $1,819.05 360
5037485 SAN DIEGO CA 92131 SFD 7.500 6.500 $2,261.61 360
5037495 FULLERTON CA 92831 SFD 7.000 6.500 $1,862.85 360
5037504 RANCHO CUCAMONGA CA 91739 SFD 7.000 6.500 $1,663.26 360
5037523 LAGUNA BEACH CA 92651 SFD 7.000 6.500 $2,993.87 360
5037652 IRVINGTON NY 10533 SFD 7.625 6.500 $1,889.81 360
5037736 PORTLAND OR 97221 SFD 7.250 6.500 $1,740.91 360
5037753 HUNTINGTON BAY NY 11743 SFD 7.375 6.500 $4,489.39 360
5037815 WESTPORT CT 06880 SFD 7.250 6.500 $2,182.96 360
5037937 SAN CARLOS CA 94070 SFD 7.375 6.500 $2,037.50 360
5038205 GALLUP NM 87301 SFD 7.125 6.500 $1,650.62 360
5038206 MCKINNEY TX 75070 SFD 7.000 6.500 $2,089.05 360
5038273 ALPINE CA 91901 SFD 7.250 6.500 $2,237.54 360
5038295 LOS ANGELES CA 91325 SFD 7.000 6.500 $1,729.79 360
5038320 RIDGEWOOD NJ 07458 SFD 7.250 6.500 $1,790.72 360
5038337 LIVERMORE CA 94550 SFD 7.125 6.500 $2,290.65 360
5038366 HUNTINGTON BEACH CA 92647 SFD 7.250 6.500 $2,264.83 360
5038393 DOVE CANYON CA 92679 SFD 6.750 6.483 $1,867.97 360
5038406 ORANGE CA 92869 SFD 7.250 6.500 $2,421.73 360
5038561 LAFAYETTE CA 94549 SFD 7.375 6.500 $2,693.64 360
5038667 ATHENS GA 30605 SFD 7.125 6.500 $2,689.48 360
5038678 FERNANDINA BEACH FL 32034 HCO 7.500 6.500 $3,496.08 360
5039190 SAN JUAN CAPISTRANO CA 92675 SFD 7.000 6.500 $2,224.78 360
5039209 WALNUT CA 91789 SFD 7.375 6.500 $1,667.99 360
5039223 ANAHIEM CA 92867 SFD 7.125 6.500 $1,888.77 360
5039242 CINCINNATI OH 45230 SFD 7.000 6.500 $1,856.20 360
5039262 YORBA LINDA CA 92887 SFD 6.625 6.358 $1,898.53 360
5039317 SAN FRANCISCO CA 94132 LCO 7.125 6.500 $2,371.49 360
5039366 LA VERNE CA 91750 SFD 7.250 6.500 $1,896.46 360
5039385 GLENDALE CA 91206 SFD 7.375 6.500 $2,590.04 360
5039406 LOS ANGELES CA 91403 SFD 7.250 6.500 $2,831.04 360
5039432 NEWPORT BEACH CA 92663 SFD 7.125 6.500 $3,476.39 360
5039437 WARWICK NY 10990 SFD 7.125 6.500 $1,792.10 360
5039521 AVONDALE PA 19311 SFD 6.625 6.358 $2,300.00 360
5039707 HOLMES BEACH FL 34217 SFD 7.000 6.500 $3,326.52 360
5039721 MESA AZ 85205 SFD 7.625 6.500 $804.05 360
5039759 PORTLAND OR 97219 SFD 7.375 6.500 $794.28 360
5039835 PLANO TX 75025 SFD 7.250 6.500 $1,782.83 360
5039843 BROOKLYN NY 11234 SFD 7.375 6.500 $2,417.36 360
5039849 MOUNTAIN VIEW CA 94040 SFD 7.500 6.500 $3,160.45 360
5039853 MISSION TX 78572 SFD 7.375 6.500 $1,812.34 360
5040141 VALENCIA CA 91355 SFD 7.375 6.500 $4,144.06 360
5040236 CARMEL VALLEY CA 93024 SFD 6.875 6.500 $2,167.87 360
5040253 SEATTLE WA 98122 SFD 7.000 6.500 $1,871.17 360
5040347 RENTON WA 98059 SFD 7.750 6.500 $1,375.52 360
5040374 OVEIDO FL 32765 SFD 7.500 6.500 $538.40 360
5040383 LOS ANGELES CA 91311 SFD 7.500 6.500 $1,727.06 360
5040403 LOS ANGELES CA 90046 SFD 7.125 6.500 $2,188.24 360
5040413 PASADENA CA 91104 SFD 7.375 6.500 $2,044.40 360
5040579 HUNTINGTON CA 92646 SFD 7.250 6.500 $2,063.59 360
5040614 SANIBEL FL 33957 SFD 7.000 6.500 $2,185.52 360
5040634 FOLSOM CA 95630 SFD 7.625 6.500 $2,066.76 360
5040643 MORGAN HILL CA 95037 SFD 7.750 6.500 $2,836.99 360
5040678 NEPONSIT NY 11694 SFD 7.250 6.500 $3,069.80 360
5040706 KANSAS CITY MO 64113 SFD 7.500 6.500 $3,635.92 360
5040750 SAN JOSE CA 95131 SFD 7.750 6.500 $2,062.91 360
5040785 SCOTTSDALE AZ 85260 SFD 7.625 6.500 $1,748.25 360
5040797 DUBLIN CA 94568 SFD 7.250 6.500 $1,991.95 360
5040798 ROCKLIN CA 95677 SFD 7.375 6.500 $1,138.24 360
5040807 AUSTIN TX 78726 SFD 7.375 6.500 $2,099.66 360
5040810 PETALUMA CA 94952 SFD 7.500 6.500 $1,223.63 360
5040812 WOODLAND HILLS CA 91364 SFD 7.500 6.500 $2,097.65 360
5041160 RIVERSIDE CA 92506 SFD 7.250 6.500 $1,749.10 360
5041183 VALENCIA CA 91354 SFD 7.375 6.500 $1,781.95 360
5041202 LOS ANGELES CA 90045 SFD 7.375 6.500 $1,978.10 360
5041233 LOS ANGELES CA 91602 SFD 7.625 6.500 $3,362.03 360
5041333 BOWIE MD 20721 SFD 7.375 6.500 $2,279.23 360
5041514 SAN DIEGO CA 92122 LCO 7.250 6.500 $1,749.79 360
5041547 ACTON CA 93510 SFD 7.250 6.500 $2,106.57 360
5041692 MENIFEE CA 92584 SFD 7.250 6.500 $1,964.67 360
5041709 DANA POINT CA 92629 SFD 6.875 6.500 $3,829.90 360
5041952 CORONA CA 91719 SFD 7.750 6.500 $2,371.32 360
5041962 SAN FRANCISCO CA 94116 SFD 6.500 6.233 $2,839.57 360
5041971 SAN DIEGO CA 92128 SFD 7.500 6.500 $2,545.14 360
5042002 MURRIETA CA 92562 SFD 7.000 6.500 $3,592.64 360
5042026 LOS ANGELES CA 90066 SFD 7.125 6.500 $1,994.21 360
5042037 VALENCIA CA 91354 SFD 7.000 6.500 $1,798.32 360
5042050 FAIRVIEW TOWNSHIP PA 17319 SFD 7.375 6.500 $2,027.14 360
5042052 MILL VALLEY CA 94941 SFD 7.125 6.500 $4,379.18 360
5042069 THOUSAND OAKS CA 91362 SFD 7.125 6.500 $1,926.84 360
5042087 CALABASAS CA 91302 SFD 7.625 6.500 $1,776.57 360
5042108 FULLERTON CA 92833 SFD 6.875 6.500 $1,882.11 360
5042185 LOS ALTOS CA 94024 SFD 7.375 6.500 $3,764.18 360
5042195 ARCADIA CA 91007 SFD 7.125 6.500 $1,893.15 360
5042482 LAS VEGAS NV 89102 SFD 7.625 6.500 $2,229.56 360
5042485 NEW HARMONY UT 84757 SFD 7.000 6.500 $1,729.79 360
5042576 ARCADIA CA 91006 SFD 7.000 6.500 $1,463.67 360
5042578 ESCONDIDO CA 92026 SFD 7.250 6.500 $1,186.30 360
5042913 EAST MORICHES NY 11940 LCO 8.375 6.500 $760.07 360
5042930 NOVATO CA 94947 SFD 7.000 6.500 $2,195.50 360
5042953 WESTPORT CT 06880 SFD 6.500 6.233 $2,370.26 360
5042971 LOS ANGELES CA 90008 SFD 7.000 6.500 $1,969.30 360
5043006 ESCONDIDO CA 92029 SFD 7.000 6.500 $2,162.24 360
5043064 DALLAS TX 75230 SFD 6.875 6.500 $2,604.72 360
5043065 KIRKLAND WA 98033 SFD 7.500 6.500 $3,279.07 360
5043086 SAN JOSE CA 95116 LCO 7.000 6.500 $532.25 360
5043106 PALO ALTO CA 94306 SFD 7.250 6.500 $2,728.71 360
5043352 SAN DIEGO CA 92109 SFD 7.250 6.500 $2,046.53 360
5043361 SUDBURY MA 01776 SFD 7.125 6.500 $1,798.83 360
5043431 WEST ORANGE NJ 07052 SFD 7.375 6.500 $1,616.19 360
5043510 ST. PETERSBURG FL 33703 PUD 7.625 6.500 $1,776.56 360
5043549 MANALAPAN NJ 07726 SFD 7.625 6.500 $1,663.32 360
5043576 IRVINGTON NY 10533 SFD 7.000 6.500 $4,324.47 360
5043839 LA JOLLA CA 92037 SFD 7.000 6.500 $2,262.03 360
5043889 SOUTH SAN FRANCISCO CA 94080 SFD 7.625 6.500 $2,010.13 360
5043969 MILPITAS CA 95035 SFD 7.125 6.500 $1,770.53 360
5044286 ROGERS AR 72758 SFD 6.875 6.500 $1,950.09 360
5044288 FAYETTEVILLE AR 72703 SFD 6.875 6.500 $3,132.24 360
5047319 JAMUL CA 91935 SFD 7.125 6.500 $1,724.72 360
5047370 SAN DIEGO CA 92130 SFD 7.250 6.500 $2,305.76 360
5047391 THOUSAND OAKS CA 91362 SFD 6.750 6.483 $1,939.31 360
5047397 THOUSAND OAKS CA 91361 SFD 7.000 6.500 $2,459.60 300
5047401 EL TORO AREA CA 92630 SFD 7.000 6.500 $1,995.91 360
5047409 LOS ANGELES CA 90039 SFD 7.000 6.500 $1,949.34 360
5047410 CULVER CITY CA 90230 SFD 7.375 6.500 $2,565.86 360
5047426 CARLSBAD CA 92008 SFD 7.125 6.500 $2,856.57 360
5047440 SAN MATEO CA 94402 SFD 7.000 6.500 $1,995.91 360
5047455 SAN DIEGO CA 92122 SFD 7.000 6.500 $2,079.08 360
5047459 WHITTIER CA 90602 SFD 7.000 6.500 $2,029.18 360
5047465 CYPRESS CA 90630 SFD 7.375 6.500 $2,396.65 360
5047468 TIBURON CA 94920 SFD 7.000 6.500 $2,104.69 360
5047474 HACIENDA HEIGHTS AREA CA 91745 SFD 7.000 6.500 $1,973.29 360
5047490 VILLA PARK CA 92681 SFD 7.375 6.500 $2,369.02 360
5047515 LOS ANGELES CA 91302 SFD 7.125 6.500 $3,584.19 360
5047517 FOSTER CITY CA 94404 SFD 7.500 6.500 $2,307.41 360
5047542 LOS ANGELES CA 91316 SFD 6.875 6.500 $2,548.89 360
5047580 TORRANCE CA 90277 SFD 7.125 6.500 $2,230.01 360
5047699 LOS ANGELES CA 90035 SFD 7.000 6.500 $2,594.68 360
5047702 LOS ANGELES CA 90039 SFD 7.125 6.500 $2,068.32 360
5047716 WELLESLEY MA 02181 SFD 7.250 6.500 $2,353.51 360
5047720 CHARLOTTE NC 28207 LCO 7.625 6.500 $535.10 360
5047737 HONOLULU HI 96822 HCO 6.875 6.500 $2,713.12 360
5047771 LOS ANGELES CA 90290 SFD 7.000 6.500 $3,133.58 360
5047801 THOUSAND OAKS CA 91362 SFD 7.375 6.500 $2,654.96 360
5047812 MILLBRAE CA 94030 SFD 7.250 6.500 $2,421.73 360
5047828 ROLLING HILLS ESTATES CA 90274 SFD 7.500 6.500 $2,181.55 360
5047845 LOS ALTOS CA 94024 SFD 7.375 6.500 $2,624.57 360
5047850 AUBURN CA 95603 SFD 7.000 6.500 $2,500.21 360
5047874 LOS ANGELES CA 90291 SFD 7.000 6.500 $2,794.28 360
5047891 OAKLAND CA 94610 SFD 7.000 6.500 $2,927.34 360
5047916 LAFAYETTE CA 94549 SFD 7.000 6.500 $2,128.97 360
5047951 LAS VEGAS NV 89117 SFD 7.000 6.500 $1,676.57 360
5047958 LAFAYETTE CA 94549 SFD 7.125 6.500 $3,914.31 360
5047984 SAN DIEGO CA 92120 SFD 7.375 6.500 $1,664.53 360
5048022 CHINO HILLS CA 91709 SFD 7.000 6.500 $1,643.30 360
5048026 SAN DIEGO CA 92129 SFD 7.375 6.500 $1,905.92 360
5049097 VENTURA CA 93004 SFD 7.625 6.500 $1,769.48 360
5054590 MONMOUTH BEACH NJ 07750 SFD 7.125 6.500 $3,584.19 360
7623550 PLEASANTON CA 94588 SFD 7.375 6.500 $2,072.03 360
</TABLE>
<TABLE>
NASCOR
NMI / 1999-18 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
(continued)
<CAPTION>
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi)
- ----- ---------- -------------- ------ --------- ---------- -------- ----------- ----------- --------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ----------- -------------- ------ --------- ---------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6518705 1-Apr-29 $ 303,420.12 79.86 2 2 0.250 0.017 0.358
6593778 1-May-29 $ 312,749.70 79.98 0 0 0.250 0.017 0.358
6615468 1-Apr-29 $ 298,407.82 66.44 2 2 0.250 0.017 0.233
6667853 1-Apr-29 $ 283,052.54 80.00 4 4 0.250 0.017 0.483
6691861 1-Mar-28 $ 239,362.86 89.99 6 6 17 0.250 0.017 0.608
6713160 1-Jun-29 $ 560,000.00 72.26 0 0 0.250 0.017 0.483
6734357 1-Jun-29 $ 397,000.00 78.61 0 0 0.250 0.017 0.483
6765188 1-May-29 $ 382,929.54 79.86 4 4 0.250 0.017 0.983
6790957 1-Apr-29 $ 499,177.93 65.21 3 3 0.250 0.017 0.233
6792141 1-Jun-29 $ 475,908.00 80.00 0 0 0.250 0.017 0.733
6802031 1-May-29 $ 306,977.08 79.48 8 8 0.250 0.017 0.858
6802407 1-May-29 $ 249,804.98 57.47 8 8 0.250 0.017 0.483
6827238 1-May-29 $ 281,351.55 79.99 5 5 0.250 0.017 0.000
6829093 1-May-29 $ 249,800.08 41.12 8 8 0.250 0.017 0.358
6835944 1-May-29 $ 327,544.29 79.95 9 9 0.250 0.017 0.483
6853704 1-Apr-29 $ 313,870.13 89.99 3 3 01 0.250 0.017 0.608
6855056 1-Jun-29 $ 386,000.00 61.76 0 0 0.250 0.017 0.233
6879890 1-Jan-29 $ 408,370.35 79.99 5 5 0.250 0.017 0.000
6880358 1-May-29 $ 411,670.53 80.00 3 3 0.250 0.017 0.358
6896945 1-Oct-28 $ 238,493.77 95.00 7 7 16 0.250 0.017 0.733
6898485 1-Jul-28 $ 451,286.78 80.00 8 8 0.250 0.017 0.483
6901875 1-May-29 $ 347,059.30 79.32 0 0 0.250 0.017 0.483
6914338 1-Apr-29 $ 318,265.64 80.00 4 4 0.250 0.017 0.358
6934246 1-Aug-28 $ 491,031.86 80.01 6 6 0.250 0.017 0.483
6943858 1-May-29 $ 311,768.45 80.00 5 5 0.250 0.017 0.733
6944663 1-Oct-28 $ 230,552.55 89.98 5 5 12 0.250 0.017 0.358
6948016 1-Jun-29 $ 400,000.00 88.89 0 0 11 0.250 0.017 0.733
6956720 1-Dec-28 $ 535,555.47 79.93 7 7 0.250 0.017 0.608
7021737 1-May-29 $ 322,481.91 90.00 1 1 01 0.250 0.017 0.358
7022390 1-May-29 $ 275,784.69 78.45 9 9 0.250 0.017 0.483
7024348 1-May-29 $ 316,234.10 78.15 0 0 0.250 0.017 0.108
7024762 1-May-29 $ 399,663.95 80.00 5 5 0.250 0.017 0.108
7034765 1-Dec-28 $ 268,713.97 80.00 7 7 0.250 0.017 0.733
7037809 1-May-29 $ 289,768.10 68.24 0 0 0.250 0.017 0.358
7046652 1-May-29 $ 262,184.92 80.00 2 2 0.250 0.017 0.233
7047630 1-Mar-29 $ 263,702.66 95.00 6 6 24 0.250 0.017 0.483
7072590 1-May-29 $ 349,698.66 61.83 6 6 0.250 0.017 0.000
7072868 1-Apr-29 $ 238,088.15 90.00 5 5 33 0.250 0.017 0.000
7073284 1-Mar-29 $ 345,101.26 80.00 6 6 0.250 0.017 0.000
7075360 1-May-29 $ 451,647.39 80.00 9 9 0.250 0.017 0.483
7076888 1-Apr-29 $ 518,367.13 79.99 3 3 0.250 0.017 0.358
7084680 1-May-29 $ 349,720.12 67.05 2 2 0.250 0.017 0.358
7094296 1-Jun-29 $ 408,023.00 80.00 0 0 0.250 0.017 0.358
7098290 1-Jun-29 $ 500,000.00 80.00 0 0 0.250 0.017 0.483
7110536 1-Jun-29 $ 357,500.00 80.00 0 0 0.250 0.017 0.358
7111419 1-Nov-28 $ 361,616.91 75.00 1 1 0.250 0.017 0.733
7117092 1-May-29 $ 299,560.09 38.36 9 9 0.250 0.017 0.358
7122192 1-Jun-29 $ 275,000.00 67.57 0 0 0.250 0.017 0.233
7123990 1-May-29 $ 256,429.56 85.54 6 6 11 0.250 0.017 0.733
7138265 1-Jun-29 $ 299,455.00 80.00 0 0 0.250 0.017 0.483
7141908 1-Mar-29 $ 541,307.79 79.99 9 9 0.250 0.017 0.233
7142752 1-Oct-28 $ 118,451.86 75.00 6 6 0.250 0.017 0.233
7143276 1-Apr-29 $ 360,097.60 80.00 0 0 0.250 0.017 0.483
7154496 1-Nov-28 $ 344,520.57 80.00 7 7 0.250 0.017 0.608
7165792 1-Dec-28 $ 154,802.09 69.33 9 9 0.250 0.017 0.858
7169345 1-May-29 $ 419,688.30 80.00 0 0 0.250 0.017 0.733
7184777 1-May-29 $ 535,038.95 85.00 5 5 06 0.250 0.017 0.000
7185018 1-Jun-29 $ 432,286.00 80.00 0 0 0.250 0.017 0.483
7189071 1-May-29 $ 249,800.08 76.92 8 8 0.250 0.017 0.358
7189072 1-Jun-29 $ 125,000.00 52.11 0 0 0.250 0.017 0.983
7201196 1-Jan-29 $ 116,581.74 75.00 4 4 0.250 0.017 0.983
7201530 1-Jun-29 $ 291,000.00 78.32 0 0 0.250 0.017 0.108
7201882 1-Mar-29 $ 530,933.52 80.00 2 2 0.250 0.017 0.233
7205497 1-May-29 $ 189,836.41 72.18 1 1 0.250 0.017 0.000
7214290 1-Jun-29 $ 793,600.00 79.36 0 0 0.250 0.017 0.483
7215298 1-May-29 $ 294,758.19 74.66 9 9 0.250 0.017 0.233
7227154 1-May-29 $ 287,780.86 80.00 6 6 0.250 0.017 0.608
7229545 1-May-29 $ 253,846.84 69.99 4 4 0.250 0.017 0.358
7235901 1-May-29 $ 246,717.13 95.00 3 3 33 0.250 0.017 0.608
7259014 1-May-29 $ 294,758.19 74.68 9 9 0.250 0.017 0.233
7283222 1-May-29 $ 266,342.07 78.28 7 7 0.250 0.017 0.483
7283498 1-Dec-28 $ 104,513.19 75.00 9 9 0.250 0.017 0.608
7286170 1-May-29 $ 299,741.71 77.14 1 1 0.250 0.017 0.000
7316278 1-May-29 $ 469,614.75 79.97 5 5 0.250 0.017 0.233
7323134 1-May-29 $ 439,477.34 80.00 4 4 0.250 0.017 0.608
7325165 1-Jun-29 $ 609,200.00 79.99 0 0 0.250 0.017 0.000
7328806 1-Nov-24 $ 231,327.92 71.85 2 2 0.250 0.017 0.358
7330237 1-Jun-29 $ 450,000.00 74.66 0 0 0.250 0.017 0.000
7330287 1-Mar-29 $ 479,361.39 80.00 9 9 0.250 0.017 0.233
7352434 1-May-29 $ 295,757.37 80.00 7 7 0.250 0.017 0.233
7355351 1-May-29 $ 274,774.59 41.70 9 9 0.250 0.017 0.233
7373266 1-May-29 $ 353,402.85 89.99 5 5 17 0.250 0.017 0.108
7380308 1-Jun-29 $ 337,661.00 80.00 0 0 0.250 0.017 0.233
7381263 1-Apr-29 $ 119,802.71 51.77 1 1 0.250 0.017 0.233
7382045 1-Jun-29 $ 340,000.00 80.00 0 0 0.250 0.017 0.483
7389459 1-May-29 $ 414,509.95 73.00 5 5 0.250 0.017 0.233
7391326 1-May-29 $ 302,419.72 80.00 2 2 0.250 0.017 0.108
7400056 1-May-29 $ 484,792.37 80.00 7 7 0.250 0.017 0.108
7409542 1-Dec-28 $ 93,346.50 75.00 0 0 0.250 0.017 0.983
7409797 1-May-29 $ 447,750.44 77.26 4 4 0.250 0.017 0.483
7416490 1-May-29 $ 684,504.21 69.19 1 1 0.250 0.017 0.858
7420497 1-Dec-28 $ 153,250.02 70.00 2 2 0.250 0.017 0.358
7430734 1-May-29 $ 460,322.37 80.00 7 7 0.250 0.017 0.233
7440280 1-Apr-29 $ 175,965.48 75.00 8 8 0.250 0.017 0.858
7440512 1-Jan-29 $ 517,530.94 80.00 4 4 0.250 0.017 0.608
7442551 1-Apr-29 $ 550,447.84 79.99 4 4 0.250 0.017 0.000
7442649 1-May-29 $ 350,882.80 89.99 0 0 17 0.250 0.017 0.608
7443914 1-Apr-29 $ 252,254.63 89.98 3 3 33 0.250 0.017 0.483
7448102 1-Jan-29 $ 330,623.37 80.00 7 7 0.250 0.017 0.233
7448568 1-Feb-29 $ 52,833.13 62.35 3 3 0.250 0.017 0.483
7450930 1-Jun-29 $ 278,300.00 84.99 0 0 06 0.250 0.017 0.483
7455285 1-May-29 $ 297,228.88 80.00 8 8 0.250 0.017 0.000
7455408 1-May-29 $ 349,726.96 68.63 6 6 0.250 0.017 0.483
7462083 1-May-29 $ 280,320.54 80.00 4 4 0.250 0.017 0.608
7462561 1-May-29 $ 359,726.07 80.00 7 7 0.250 0.017 0.608
7465216 1-May-29 $ 326,944.75 80.00 5 5 0.250 0.017 0.483
7467954 1-Jan-29 $ 131,504.04 68.75 4 4 0.250 0.017 0.733
7469005 1-Apr-29 $ 390,484.57 79.99 7 7 0.250 0.017 0.000
7482734 1-May-29 $ 449,621.95 60.31 5 5 0.250 0.017 0.108
7482806 1-May-29 $ 278,275.42 94.99 2 2 11 0.250 0.017 0.858
7491478 1-May-29 $ 299,281.48 80.00 8 8 0.250 0.017 0.233
7493609 1-May-29 $ 303,280.23 90.00 3 3 11 0.250 0.017 0.483
7495072 1-Feb-29 $ 498,464.07 80.00 7 7 0.250 0.017 0.608
7508145 1-Mar-29 $ 282,819.73 80.00 3 3 0.250 0.017 0.233
7513750 1-May-29 $ 249,795.07 78.97 7 7 0.250 0.017 0.233
7520997 1-May-29 $ 327,737.70 80.00 0 0 0.250 0.017 0.358
7525792 1-May-29 $ 299,777.36 94.96 6 6 11 0.250 0.017 0.733
7529063 1-Apr-29 $ 292,294.38 80.00 8 8 0.250 0.017 0.000
7529946 1-May-29 $ 439,630.34 80.00 4 4 0.250 0.017 0.108
7531624 1-May-29 $ 269,189.85 80.00 5 5 0.250 0.017 0.483
7535075 1-Apr-29 $ 298,076.15 80.00 5 5 0.250 0.017 0.358
7540564 1-Apr-29 $ 370,886.84 80.00 4 4 0.250 0.017 0.358
7542575 1-Mar-29 $ 284,345.42 95.00 2 2 17 0.250 0.017 0.608
7542921 1-May-29 $ 341,726.51 79.91 1 1 0.250 0.017 0.358
7544354 1-May-29 $ 339,421.55 79.44 5 5 0.250 0.017 0.233
7545213 1-Jun-29 $ 251,750.00 95.00 0 0 17 0.250 0.017 0.858
7549433 1-Mar-29 $ 121,712.74 40.67 4 4 0.250 0.017 0.483
7550599 1-Jun-29 $ 352,000.00 80.00 0 0 0.250 0.017 0.358
7551587 1-Apr-29 $ 149,782.19 69.77 9 9 0.250 0.017 0.858
7560700 1-Mar-29 $ 454,427.55 80.00 5 5 0.250 0.017 0.483
7561529 1-Mar-29 $ 33,681.40 75.00 0 0 0.250 0.017 1.233
7561535 1-Apr-29 $ 247,621.44 58.35 4 4 0.250 0.017 0.608
7562115 1-May-29 $ 286,297.79 75.99 9 9 0.250 0.017 0.983
7563480 1-May-29 $ 338,735.55 77.22 5 5 0.250 0.017 0.483
7563830 1-Mar-29 $ 398,909.31 60.88 1 1 0.250 0.017 0.000
7565358 1-Mar-29 $ 259,387.84 56.77 4 4 0.250 0.017 0.483
7565752 1-May-29 $ 374,721.70 68.65 0 0 0.250 0.017 0.733
7566373 1-May-29 $ 574,562.47 63.89 7 7 0.250 0.017 0.608
7566768 1-Jun-29 $ 316,900.00 79.99 0 0 0.250 0.017 0.358
7568183 1-May-29 $ 299,765.97 76.94 7 7 0.250 0.017 0.483
7568658 1-Apr-29 $ 354,566.08 80.00 8 8 0.250 0.017 0.233
7569674 1-May-29 $ 273,686.33 79.99 3 3 0.250 0.017 0.483
7569844 1-May-29 $ 379,688.52 80.00 2 2 0.250 0.017 0.233
7570149 1-May-29 $ 295,757.37 78.31 7 7 0.250 0.017 0.233
7571629 1-May-29 $ 277,793.68 79.20 8 8 0.250 0.017 0.733
7572575 1-Apr-29 $ 205,435.93 74.82 3 3 0.250 0.017 0.608
7573137 1-May-29 $ 514,534.43 77.44 3 3 0.250 0.017 0.000
7573563 1-Mar-29 $ 59,463.11 74.97 1 1 0.250 0.017 0.608
7579331 1-May-29 $ 263,394.36 79.99 6 6 0.250 0.017 0.483
7579978 1-May-29 $ 384,692.12 74.60 2 2 0.250 0.017 0.358
7580261 1-Mar-29 $ 99,786.90 74.13 0 0 0.250 0.017 0.983
7580383 1-Jun-29 $ 295,308.00 80.00 0 0 0.250 0.017 0.483
7584049 1-Jun-29 $ 256,000.00 94.98 0 0 33 0.250 0.017 0.858
7585262 1-Jun-29 $ 325,821.00 80.00 0 0 0.250 0.017 0.108
7587498 1-May-29 $ 296,756.55 74.25 5 5 0.250 0.017 0.233
7589106 1-Jun-29 $ 643,200.00 80.00 0 0 0.250 0.017 0.358
7589365 1-Apr-29 $ 723,865.44 46.77 4 4 0.250 0.017 0.483
7590390 1-May-29 $ 269,568.85 90.00 5 5 17 0.250 0.017 0.233
7590589 1-May-29 $ 425,875.69 79.99 9 9 0.250 0.017 0.608
7591725 1-Apr-29 $ 285,106.82 80.00 2 2 0.250 0.017 0.000
7592412 1-May-29 $ 279,786.94 80.00 4 4 0.250 0.017 0.608
7593170 1-Mar-29 $ 268,051.55 79.99 5 5 0.250 0.017 0.358
7596229 1-Jun-29 $ 500,000.00 63.29 0 0 0.250 0.017 0.733
7597480 1-Apr-29 $ 199,679.17 28.57 7 7 0.250 0.017 0.358
7597513 1-May-29 $ 280,591.61 80.00 1 1 0.250 0.017 0.733
7598203 1-May-29 $ 264,793.27 72.60 7 7 0.250 0.017 0.483
7599108 1-May-29 $ 257,814.50 75.00 0 0 0.250 0.017 0.233
7599312 1-May-29 $ 369,081.22 80.00 2 2 0.250 0.017 0.233
7604211 1-Apr-29 $ 353,089.23 32.15 3 3 0.250 0.017 0.000
7604818 1-May-29 $ 345,216.80 73.51 0 0 0.250 0.017 0.233
7605875 1-May-29 $ 251,538.50 95.00 0 0 01 0.250 0.017 0.108
7605980 1-May-29 $ 274,763.24 62.50 4 4 0.250 0.017 0.000
7606493 1-May-29 $ 324,758.80 63.41 0 0 0.250 0.017 0.733
7606544 1-May-29 $ 273,983.10 80.00 0 0 0.250 0.017 0.483
7608155 1-May-29 $ 364,515.42 79.99 2 2 0.250 0.017 0.483
7610281 1-May-29 $ 314,748.10 52.07 0 0 0.250 0.017 0.358
7610472 1-May-29 $ 701,561.00 58.54 0 0 0.250 0.017 0.358
7610724 1-May-29 $ 399,687.96 64.00 6 6 0.250 0.017 0.483
7612340 1-Apr-29 $ 274,558.86 44.07 6 6 0.250 0.017 0.358
7614664 1-Jun-29 $ 292,800.00 80.00 0 0 0.250 0.017 0.608
7615076 1-Jun-29 $ 429,486.00 80.00 0 0 0.250 0.017 0.358
7615129 1-May-29 $ 480,897.80 80.00 0 0 0.250 0.017 0.608
7615476 1-May-29 $ 259,707.12 79.97 2 2 0.250 0.017 0.733
7616255 1-May-29 $ 267,796.07 73.42 7 7 0.250 0.017 0.608
7616602 1-Apr-29 $ 399,325.97 79.21 7 7 0.250 0.017 0.108
7617195 1-Apr-29 $ 119,093.45 74.58 5 5 0.250 0.017 1.358
7617781 1-May-29 $ 514,088.56 70.00 6 6 0.250 0.017 0.358
7618681 1-May-29 $ 337,243.19 75.00 9 9 0.250 0.017 0.608
7619822 1-May-29 $ 271,651.59 80.00 9 9 0.250 0.017 0.108
7620296 1-May-29 $ 268,884.80 90.00 0 0 12 0.250 0.017 0.358
7620360 1-May-29 $ 379,680.75 69.09 5 5 0.250 0.017 0.108
7620930 1-May-29 $ 630,386.85 80.00 5 5 0.250 0.017 0.483
7621196 1-May-29 $ 243,768.96 95.00 6 6 13 0.250 0.017 0.733
7621240 1-May-29 $ 355,722.28 80.00 8 8 0.250 0.017 0.483
7622122 1-May-29 $ 332,752.87 69.38 7 7 0.250 0.017 0.733
7622697 1-Apr-29 $ 179,696.68 45.00 8 8 0.250 0.017 0.108
7622737 1-May-29 $ 349,713.11 66.67 1 1 0.250 0.017 0.233
7622912 1-Apr-29 $ 130,814.48 73.18 8 8 0.250 0.017 0.983
7622934 1-May-29 $ 499,547.99 57.14 9 9 0.250 0.017 0.000
7624760 1-May-29 $ 324,746.47 72.22 7 7 0.250 0.017 0.483
7625926 1-May-29 $ 286,720.53 94.99 3 3 17 0.250 0.017 0.358
7626203 1-Apr-29 $ 315,324.87 75.00 7 7 0.250 0.017 1.233
7629781 1-May-29 $ 556,062.19 69.56 9 9 0.250 0.017 0.483
7629947 1-May-29 $ 324,720.19 68.42 9 9 0.250 0.017 0.000
7630443 1-Jun-29 $ 272,000.00 75.24 0 0 0.250 0.017 0.483
7630634 1-May-29 $ 299,747.96 75.00 6 6 0.250 0.017 0.108
7630636 1-Apr-29 $ 149,654.37 31.91 7 7 0.250 0.017 0.483
7631084 1-May-29 $ 370,218.08 75.00 8 8 0.250 0.017 0.608
7631998 1-May-29 $ 263,788.88 80.00 8 8 0.250 0.017 0.358
7633448 1-May-29 $ 381,409.55 41.04 5 5 0.250 0.017 0.608
7633809 1-May-29 $ 377,705.12 70.00 2 2 0.250 0.017 0.483
7633978 1-May-29 $ 519,525.33 80.00 3 3 0.250 0.017 0.483
7635306 1-Apr-29 $ 227,000.77 84.89 7 7 0.250 0.017 0.733
7636731 1-May-29 $ 294,658.19 72.84 9 9 0.250 0.017 0.233
7637187 1-Apr-29 $ 150,181.61 80.00 1 1 0.250 0.017 0.858
7637927 1-May-29 $ 347,576.41 80.00 1 1 0.250 0.017 0.358
7638543 1-May-29 $ 444,635.23 52.48 3 3 0.250 0.017 0.233
7639472 1-May-29 $ 287,763.93 90.00 3 3 06 0.250 0.017 0.233
7639606 1-May-29 $ 343,667.57 87.66 7 7 24 0.250 0.017 0.358
7640454 1-Jun-29 $ 319,500.00 75.00 0 0 0.250 0.017 1.233
7641928 1-May-29 $ 279,781.58 80.00 8 8 0.250 0.017 0.483
7642554 1-May-29 $ 364,693.36 67.59 6 6 0.250 0.017 0.108
7642613 1-May-29 $ 377,205.51 62.92 1 1 0.250 0.017 0.483
7642615 1-May-29 $ 324,227.38 52.76 8 8 0.250 0.017 0.108
7642777 1-May-29 $ 445,634.42 71.94 2 2 0.250 0.017 0.233
7642839 1-May-29 $ 407,657.23 80.00 3 3 0.250 0.017 0.108
7642877 1-May-29 $ 359,719.17 66.06 7 7 0.250 0.017 0.483
7642898 1-Apr-29 $ 343,434.41 80.00 1 1 0.250 0.017 0.233
7642921 1-May-29 $ 804,356.26 70.00 6 6 0.250 0.017 0.358
7643464 1-May-29 $ 279,781.58 74.67 8 8 0.250 0.017 0.483
7643493 1-May-29 $ 489,608.16 70.00 6 6 0.250 0.017 0.358
7643572 1-May-29 $ 422,617.60 79.83 0 0 0.250 0.017 0.000
7644372 1-Jun-29 $ 284,950.00 79.99 0 0 0.250 0.017 0.483
7644648 1-May-29 $ 360,711.32 95.00 2 2 11 0.250 0.017 0.358
7644874 1-Jun-29 $ 380,720.00 80.00 0 0 0.250 0.017 0.358
7644883 1-May-29 $ 424,660.14 62.50 4 4 0.250 0.017 0.358
7646936 1-May-29 $ 343,751.02 80.00 2 2 0.250 0.017 0.858
7647092 1-Apr-29 $ 489,962.79 80.00 9 9 0.250 0.017 0.358
7647947 1-Jun-29 $ 235,000.00 53.31 0 0 0.250 0.017 0.358
7648815 1-May-29 $ 337,749.15 72.69 5 5 0.250 0.017 0.733
7649344 1-May-29 $ 374,707.47 52.45 7 7 0.250 0.017 0.483
7649412 1-May-29 $ 503,606.83 80.00 3 3 0.250 0.017 0.483
7650105 1-May-29 $ 299,747.96 43.67 6 6 0.250 0.017 0.108
7650140 1-May-29 $ 483,381.91 75.00 1 1 0.250 0.017 0.608
7652242 1-May-29 $ 354,723.06 77.17 6 6 0.250 0.017 0.483
7652331 1-May-29 $ 314,760.31 73.60 1 1 0.250 0.017 0.608
7652476 1-Jun-29 $ 632,000.00 80.00 0 0 0.250 0.017 0.733
7653222 1-Apr-29 $ 289,599.55 65.17 5 5 0.250 0.017 1.108
7653463 1-Jun-29 $ 434,000.00 70.00 0 0 0.250 0.017 0.733
7653590 1-May-29 $ 259,792.08 80.00 8 8 0.250 0.017 0.358
7654009 1-May-29 $ 467,652.68 80.00 8 8 0.250 0.017 0.733
7654715 1-May-29 $ 271,737.85 90.00 5 5 01 0.250 0.017 0.483
7654868 1-Apr-29 $ 307,042.17 75.00 7 7 0.250 0.017 0.733
7655003 1-Apr-29 $ 400,502.79 70.00 9 9 0.250 0.017 0.733
7655358 1-Jun-29 $ 400,000.00 56.74 0 0 0.250 0.017 0.858
7655439 1-May-29 $ 271,782.49 80.00 9 9 0.250 0.017 0.358
7656555 1-May-29 $ 499,590.16 19.61 6 6 0.250 0.017 0.233
7657036 1-May-29 $ 769,384.25 70.00 5 5 0.250 0.017 0.358
7657100 1-May-29 $ 499,619.54 62.34 4 4 0.250 0.017 0.608
7657987 1-May-29 $ 301,264.80 90.00 0 0 06 0.250 0.017 0.483
7658258 1-May-29 $ 359,690.05 69.23 5 5 0.250 0.017 0.000
7658401 1-Apr-29 $ 297,109.47 70.00 7 7 0.250 0.017 1.358
7658413 1-May-29 $ 263,794.05 80.00 5 5 0.250 0.017 0.483
7658646 1-Jun-29 $ 650,000.00 78.31 0 0 0.250 0.017 0.608
7658975 1-May-29 $ 132,906.13 53.20 3 3 0.250 0.017 0.983
7659125 1-May-29 $ 258,557.97 75.00 7 7 0.250 0.017 0.733
7659238 1-May-29 $ 349,733.68 46.67 8 8 0.250 0.017 0.608
7659384 1-May-29 $ 339,721.30 80.00 0 0 0.250 0.017 0.233
7659589 1-Jun-29 $ 1,000,000.00 66.67 0 0 0.250 0.017 0.233
7659800 1-May-29 $ 374,684.96 68.18 6 6 0.250 0.017 0.108
7660125 1-Apr-29 $ 381,521.69 79.99 9 9 0.250 0.017 0.233
7660492 1-May-29 $ 352,633.54 80.00 4 4 0.250 0.017 0.483
7660737 1-May-29 $ 396,674.58 69.89 8 8 0.250 0.017 0.233
7661009 1-Jun-29 $ 252,000.00 80.00 0 0 0.250 0.017 0.608
7661200 1-May-29 $ 393,450.39 75.00 9 9 0.250 0.017 0.608
7661519 1-May-29 $ 399,695.63 74.77 3 3 0.250 0.017 0.608
7661672 1-May-29 $ 359,712.11 80.00 1 1 0.250 0.017 0.358
7662928 1-May-29 $ 330,941.63 80.00 3 3 0.250 0.017 0.483
7663073 1-Apr-29 $ 345,984.09 77.00 9 9 0.250 0.017 0.733
7663634 1-Jun-29 $ 462,000.00 65.07 0 0 0.250 0.017 0.233
7663799 1-May-29 $ 615,519.46 77.97 6 6 0.250 0.017 0.483
7664511 1-May-29 $ 328,523.77 52.61 7 7 0.250 0.017 0.108
7664803 1-May-29 $ 313,342.94 80.00 4 4 0.250 0.017 0.233
7665262 1-May-29 $ 209,765.26 75.00 6 6 0.250 0.017 0.608
7665390 1-Apr-29 $ 380,184.19 60.16 9 9 0.250 0.017 0.608
7665567 1-May-29 $ 274,780.08 62.50 8 8 0.250 0.017 0.358
7665654 1-May-29 $ 435,659.88 80.00 8 8 0.250 0.017 0.483
7665822 1-May-29 $ 499,609.95 69.93 5 5 0.250 0.017 0.483
7665852 1-May-29 $ 999,329.02 37.04 2 2 0.250 0.017 1.233
7666399 1-Apr-29 $ 157,259.58 75.00 8 8 0.250 0.017 0.608
7666432 1-May-29 $ 379,688.52 66.09 2 2 0.250 0.017 0.233
7666555 1-Jun-29 $ 498,300.00 80.00 0 0 0.250 0.017 0.233
7666682 1-May-29 $ 310,745.08 78.73 8 8 0.250 0.017 0.233
7666974 1-May-29 $ 419,664.13 80.00 3 3 0.250 0.017 0.358
7667127 1-May-29 $ 265,276.94 90.00 4 4 01 0.250 0.017 0.108
7667565 1-May-29 $ 317,346.02 80.00 2 2 0.250 0.017 0.358
7668356 1-Apr-29 $ 324,491.41 78.59 1 1 0.250 0.017 0.483
7668557 1-Jun-29 $ 268,850.00 95.00 0 0 17 0.250 0.017 0.733
7669017 1-May-29 $ 242,600.98 80.00 8 8 0.250 0.017 0.233
7669046 1-May-29 $ 347,728.53 80.00 3 3 0.250 0.017 0.483
7669076 1-May-29 $ 263,772.70 80.00 0 0 0.250 0.017 0.000
7670125 1-May-29 $ 453,645.84 80.00 4 4 0.250 0.017 0.483
7670941 1-May-29 $ 374,741.93 75.00 3 3 0.250 0.017 1.108
7671977 1-May-29 $ 314,754.27 75.00 7 7 0.250 0.017 0.483
7672085 1-May-29 $ 584,508.53 65.00 3 3 0.250 0.017 0.108
7672102 1-May-29 $ 414,692.01 87.37 1 1 17 0.250 0.017 0.733
7672376 1-Jun-29 $ 700,000.00 69.90 0 0 0.250 0.017 0.733
7672435 1-May-29 $ 317,346.02 80.00 2 2 0.250 0.017 0.358
7672671 1-May-29 $ 309,752.10 44.93 0 0 0.250 0.017 0.358
7672695 1-May-29 $ 357,947.03 80.00 3 3 0.250 0.017 0.108
7672816 1-May-29 $ 355,998.56 95.00 6 6 01 0.250 0.017 0.983
7672905 1-May-29 $ 458,442.10 79.99 0 0 0.250 0.017 0.483
7672953 1-Jun-29 $ 500,000.00 80.00 0 0 0.250 0.017 0.108
7673200 1-Jun-29 $ 292,000.00 78.92 0 0 0.250 0.017 0.233
7673487 1-Apr-29 $ 229,674.29 58.97 9 9 0.250 0.017 0.983
7675155 1-May-29 $ 270,966.50 80.00 0 0 0.250 0.017 0.000
7675158 1-May-29 $ 314,947.94 80.00 4 4 0.250 0.017 0.358
7675501 1-May-29 $ 102,915.57 55.08 7 7 0.250 0.017 0.233
7675688 1-Jun-29 $ 360,000.00 37.04 0 0 0.250 0.017 0.608
7675715 1-Jun-29 $ 610,000.00 79.32 0 0 0.250 0.017 0.858
7675799 1-May-19 $ 285,467.44 79.89 4 4 0.250 0.017 0.483
7676323 1-Jun-29 $ 320,000.00 66.39 0 0 0.250 0.017 0.733
7676989 1-May-29 $ 476,609.01 64.46 1 1 0.250 0.017 0.233
7677320 1-May-29 $ 256,244.88 90.00 8 8 13 0.250 0.017 0.358
7677714 1-May-29 $ 323,753.46 80.00 6 6 0.250 0.017 0.608
7677858 1-Jun-29 $ 392,000.00 70.00 0 0 0.250 0.017 0.000
7678011 1-May-29 $ 299,765.97 80.00 7 7 0.250 0.017 0.483
7678734 1-May-29 $ 496,612.29 70.00 9 9 0.250 0.017 0.483
7678836 1-May-29 $ 295,745.15 80.00 5 5 0.250 0.017 0.000
7678906 1-May-29 $ 344,710.16 78.41 6 6 0.250 0.017 0.108
7678928 1-May-29 $ 774,364.74 23.48 4 4 0.250 0.017 0.233
7679399 1-May-29 $ 249,489.97 68.68 7 7 0.250 0.017 0.108
7679559 1-May-29 $ 289,779.33 74.36 3 3 0.250 0.017 0.608
7680133 1-Jun-29 $ 266,000.00 95.00 0 0 33 0.250 0.017 0.733
7680557 1-May-29 $ 340,976.77 70.00 7 7 0.250 0.017 0.358
7682030 1-May-29 $ 467,934.68 69.90 8 8 0.250 0.017 0.483
7682116 1-Jun-29 $ 284,800.00 80.00 0 0 0.250 0.017 0.000
7682150 1-Apr-29 $ 270,346.88 95.00 8 8 33 0.250 0.017 0.733
7682465 1-May-29 $ 311,768.45 76.10 5 5 0.250 0.017 0.733
7682596 1-May-29 $ 355,729.12 79.99 2 2 0.250 0.017 0.608
7682696 1-May-29 $ 289,784.78 80.00 8 8 0.250 0.017 0.733
7682715 1-May-29 $ 434,660.66 71.31 6 6 0.250 0.017 0.483
7682726 1-May-19 $ 245,977.90 72.49 0 0 0.250 0.017 0.233
7682824 1-May-29 $ 325,745.69 80.00 9 9 0.250 0.017 0.483
7682844 1-May-29 $ 122,411.34 64.47 4 4 0.250 0.017 0.858
7682906 1-May-29 $ 251,798.48 80.00 8 8 0.250 0.017 0.358
7682923 1-May-29 $ 312,300.06 70.24 6 6 0.250 0.017 0.358
7683003 1-May-29 $ 499,619.54 74.07 4 4 0.250 0.017 0.608
7683177 1-May-29 $ 264,788.09 57.61 9 9 0.250 0.017 0.358
7683256 1-May-29 $ 264,782.78 66.25 8 8 0.250 0.017 0.233
7683282 1-May-29 $ 491,565.92 49.20 2 2 0.250 0.017 0.000
7683393 1-Jun-29 $ 471,200.00 80.00 0 0 0.250 0.017 0.858
7683912 1-Jun-29 $ 432,000.00 80.00 0 0 0.250 0.017 0.483
7684026 1-May-29 $ 166,470.03 70.00 3 3 0.250 0.017 0.483
7684361 1-May-29 $ 543,564.97 80.00 7 7 0.250 0.017 0.358
7684652 1-May-29 $ 337,236.71 75.00 1 1 0.250 0.017 0.483
7684718 1-May-29 $ 170,866.61 75.00 1 1 0.250 0.017 0.483
7684844 1-May-29 $ 105,503.77 80.00 7 7 0.250 0.017 0.108
7685141 1-May-29 $ 999,219.91 33.33 1 1 0.250 0.017 0.483
7685496 1-May-29 $ 289,773.77 80.00 7 7 0.250 0.017 0.483
7686301 1-Apr-29 $ 297,763.05 80.00 5 5 0.250 0.017 0.108
7686970 1-May-29 $ 649,492.93 59.09 3 3 0.250 0.017 0.483
7687459 1-May-29 $ 464,628.15 72.66 5 5 0.250 0.017 0.358
7687735 1-May-29 $ 393,984.69 80.00 9 9 0.250 0.017 0.358
7687846 1-May-29 $ 342,132.90 80.00 0 0 0.250 0.017 0.483
7687877 1-May-29 $ 287,775.33 80.00 3 3 0.250 0.017 0.483
7688225 1-May-29 $ 261,790.49 80.00 9 9 0.250 0.017 0.358
7688274 1-May-29 $ 261,514.48 68.77 8 8 0.250 0.017 0.233
7688388 1-Jun-29 $ 492,000.00 80.00 0 0 0.250 0.017 0.108
7688451 1-Jun-29 $ 334,800.00 90.00 0 0 33 0.250 0.017 0.733
7688480 1-May-29 $ 272,787.04 62.76 4 4 0.250 0.017 0.483
7688740 1-May-29 $ 239,798.37 79.95 7 7 0.250 0.017 0.108
7688904 1-May-29 $ 799,327.90 57.14 0 0 0.250 0.017 0.108
7688958 1-May-29 $ 405,250.79 80.00 9 9 0.250 0.017 0.000
7689000 1-May-29 $ 250,309.39 79.52 9 9 0.250 0.017 0.608
7689756 1-May-29 $ 402,715.57 84.31 7 7 33 0.250 0.017 0.983
7689990 1-May-29 $ 999,219.91 74.35 1 1 0.250 0.017 0.483
7690374 1-Jun-29 $ 280,000.00 93.33 0 0 17 0.250 0.017 0.608
7690626 1-May-29 $ 351,725.41 63.20 1 1 0.250 0.017 0.483
7690638 1-May-29 $ 879,278.67 31.13 7 7 0.250 0.017 0.233
7690890 1-May-29 $ 314,954.11 80.00 1 1 0.250 0.017 0.483
7690914 1-May-29 $ 381,187.29 73.93 9 9 0.250 0.017 0.233
7690919 1-May-29 $ 297,279.22 79.33 2 2 0.250 0.017 0.733
7690963 1-May-29 $ 318,501.34 75.00 4 4 0.250 0.017 0.483
7691035 1-May-29 $ 367,712.92 80.00 2 2 0.250 0.017 0.483
7691060 1-May-29 $ 374,692.62 60.98 2 2 0.250 0.017 0.233
7691321 1-May-29 $ 318,778.31 95.00 1 1 17 0.250 0.017 0.608
7691681 1-May-29 $ 251,803.42 80.00 2 2 0.250 0.017 0.483
7691979 1-May-29 $ 299,760.09 66.67 9 9 0.250 0.017 0.358
7692519 1-May-29 $ 343,657.55 80.00 5 5 0.250 0.017 0.000
7692521 1-May-29 $ 283,481.64 90.00 4 4 33 0.250 0.017 0.108
7692962 1-May-29 $ 323,552.48 90.00 8 8 01 0.250 0.017 0.358
7693414 1-May-29 $ 399,687.96 61.54 6 6 0.250 0.017 0.483
7693423 1-May-29 $ 406,897.80 80.00 0 0 0.250 0.017 0.733
7693482 1-Jun-29 $ 337,560.00 80.00 0 0 0.250 0.017 0.000
7693792 1-May-29 $ 299,771.72 80.00 2 2 0.250 0.017 0.608
7693970 1-May-29 $ 511,580.32 80.00 2 2 0.250 0.017 0.233
7694835 1-May-29 $ 392,713.27 79.70 7 7 0.250 0.017 0.608
7695278 1-May-29 $ 326,657.40 68.10 0 0 0.250 0.017 0.733
7695333 1-May-29 $ 293,182.25 64.48 5 5 0.250 0.017 0.733
7696759 1-May-29 $ 312,555.98 80.00 8 8 0.250 0.017 0.483
7696878 1-May-29 $ 306,142.59 80.00 9 9 0.250 0.017 0.108
7696984 1-May-29 $ 299,765.97 80.00 7 7 0.250 0.017 0.483
7697129 1-May-29 $ 290,761.47 44.09 7 7 0.250 0.017 0.233
7697666 1-May-29 $ 269,778.68 65.06 8 8 0.250 0.017 0.233
7697871 1-May-29 $ 276,879.41 80.00 1 1 0.250 0.017 0.000
7697918 1-May-29 $ 253,906.65 79.99 5 5 0.250 0.017 0.608
7698176 1-May-29 $ 283,289.61 82.17 1 1 06 0.250 0.017 0.733
7698596 1-Jun-29 $ 540,000.00 80.00 0 0 0.250 0.017 0.608
7698605 1-May-29 $ 359,726.07 54.55 7 7 0.250 0.017 0.608
7698638 1-May-29 $ 984,192.60 57.94 0 0 0.250 0.017 0.233
7698764 1-May-29 $ 315,765.48 60.19 8 8 0.250 0.017 0.733
7698803 1-May-29 $ 479,596.74 71.86 4 4 0.250 0.017 0.108
7699025 1-Jun-29 $ 375,000.00 50.00 0 0 0.250 0.017 0.108
7699094 1-May-29 $ 974,200.80 64.57 0 0 0.250 0.017 0.233
7699806 1-May-29 $ 337,199.56 89.99 6 6 01 0.250 0.017 0.733
7700072 1-May-19 $ 314,422.34 38.18 4 4 0.250 0.017 0.608
7700824 1-May-29 $ 412,153.45 66.00 5 5 0.250 0.017 0.108
7701129 1-May-29 $ 319,750.37 72.74 7 7 0.250 0.017 0.483
7701311 1-Jun-29 $ 311,000.00 54.09 0 0 0.250 0.017 0.233
7701650 1-Jun-29 $ 285,000.00 95.00 0 0 17 0.250 0.017 0.733
7702625 1-May-29 $ 649,563.86 57.02 6 6 0.250 0.017 1.233
7703131 1-May-29 $ 313,736.20 83.62 0 0 33 0.250 0.017 0.108
7703241 1-May-29 $ 258,782.40 75.07 0 0 0.250 0.017 0.108
7703469 1-May-29 $ 281,163.59 70.00 9 9 0.250 0.017 0.108
7703543 1-May-29 $ 374,692.62 51.02 2 2 0.250 0.017 0.233
7704515 1-May-29 $ 290,778.58 57.62 8 8 0.250 0.017 0.608
7704552 1-May-29 $ 263,740.00 80.00 0 0 0.250 0.017 0.233
7704851 1-May-29 $ 449,621.95 56.62 5 5 0.250 0.017 0.108
7705139 1-Jun-29 $ 280,250.00 95.00 0 0 13 0.250 0.017 0.733
7705186 1-May-29 $ 246,816.69 95.00 9 9 01 0.250 0.017 0.733
7705595 1-May-29 $ 329,748.89 62.86 9 9 0.250 0.017 0.608
7705617 1-May-29 $ 295,569.25 85.00 5 5 06 0.250 0.017 0.483
7706073 1-May-29 $ 322,766.23 75.12 3 3 0.250 0.017 0.858
7706381 1-May-29 $ 432,961.98 71.62 8 8 0.250 0.017 0.483
7707109 1-May-29 $ 303,762.85 80.00 5 5 0.250 0.017 0.483
7707743 1-May-29 $ 399,680.13 33.33 3 3 0.250 0.017 0.358
7707860 1-Jun-29 $ 300,000.00 94.59 0 0 11 0.250 0.017 1.108
7707896 1-Jun-29 $ 337,410.00 90.00 0 0 13 0.250 0.017 0.358
7708305 1-Jun-29 $ 381,600.00 90.00 0 0 01 0.250 0.017 0.608
7708496 1-May-23 $ 302,408.06 64.43 6 6 0.250 0.017 0.483
7708831 1-May-29 $ 314,766.22 90.00 2 2 33 0.250 0.017 0.733
7709454 1-May-29 $ 649,412.39 61.61 9 9 0.250 0.017 0.000
7709576 1-Jun-29 $ 328,500.00 90.00 0 0 13 0.250 0.017 0.483
7709684 1-May-29 $ 650,399.85 62.36 5 5 0.250 0.017 0.233
7709755 1-May-29 $ 385,313.83 80.00 3 3 0.250 0.017 0.733
7710036 1-May-29 $ 279,786.94 80.00 4 4 0.250 0.017 0.608
7710152 1-May-29 $ 363,708.91 80.00 1 1 0.250 0.017 0.358
7710856 1-May-29 $ 339,760.03 57.63 3 3 0.250 0.017 0.983
7710988 1-May-29 $ 369,311.68 80.00 8 8 0.250 0.017 0.483
7711189 1-May-29 $ 439,656.75 80.00 5 5 0.250 0.017 0.483
7711831 1-Jun-29 $ 354,099.00 78.86 0 0 0.250 0.017 0.108
7711977 1-May-29 $ 319,744.10 61.54 0 0 0.250 0.017 0.358
7711978 1-May-29 $ 342,911.67 80.00 7 7 0.250 0.017 0.108
7712030 1-Jun-29 $ 500,000.00 80.00 0 0 0.250 0.017 0.358
7712289 1-May-29 $ 295,369.41 80.00 1 1 0.250 0.017 0.483
7712759 1-May-29 $ 286,981.46 80.00 6 6 0.250 0.017 0.608
7713061 1-Jun-29 $ 588,000.00 80.00 0 0 0.250 0.017 0.233
7713764 1-May-29 $ 374,714.66 62.50 6 6 0.250 0.017 0.608
7713871 1-May-29 $ 945,712.17 55.68 7 7 0.250 0.017 0.233
7713939 1-Jun-29 $ 945,000.00 78.75 0 0 0.250 0.017 0.733
7714282 1-May-29 $ 449,657.58 75.00 8 8 0.250 0.017 0.608
7714377 1-Jun-29 $ 764,000.00 80.00 0 0 0.250 0.017 0.608
7714589 1-Jun-29 $ 540,000.00 80.00 0 0 0.250 0.017 0.358
7715474 1-May-29 $ 352,981.21 90.00 1 1 17 0.250 0.017 0.608
7715639 1-Jun-29 $ 280,000.00 71.79 0 0 0.250 0.017 1.108
7715777 1-May-29 $ 302,957.54 89.99 4 4 01 0.250 0.017 0.358
7715797 1-May-19 $ 247,403.17 77.59 7 7 0.250 0.017 0.358
7716573 1-May-29 $ 297,778.84 74.50 4 4 0.250 0.017 0.733
7717099 1-Jun-29 $ 275,700.00 68.93 0 0 0.250 0.017 0.483
7717149 1-May-29 $ 416,190.90 85.00 0 0 33 0.250 0.017 0.733
7717191 1-Jun-29 $ 304,500.00 70.00 0 0 0.250 0.017 0.358
7718093 1-May-29 $ 319,744.10 80.00 0 0 0.250 0.017 0.358
7718428 1-Jun-29 $ 322,000.00 57.50 0 0 0.250 0.017 0.358
7718528 1-Jun-29 $ 369,900.00 58.71 0 0 0.250 0.017 0.108
7718638 1-May-29 $ 753,911.42 62.88 2 2 0.250 0.017 0.483
7718941 1-Jun-29 $ 300,000.00 50.00 0 0 0.250 0.017 0.233
7719053 1-Jun-29 $ 308,000.00 80.00 0 0 0.250 0.017 0.608
7719479 1-Jun-29 $ 340,000.00 72.81 0 0 0.250 0.017 0.000
7720136 1-May-29 $ 187,870.62 72.31 2 2 0.250 0.017 1.108
7720191 1-May-29 $ 447,274.58 90.00 8 8 06 0.250 0.017 0.000
7720225 1-May-29 $ 405,650.44 70.00 4 4 0.250 0.017 0.000
7720918 1-May-29 $ 295,751.32 56.38 2 2 0.250 0.017 0.108
7721226 1-May-29 $ 304,750.00 63.54 0 0 0.250 0.017 0.233
7721413 1-Jun-29 $ 455,000.00 70.00 0 0 0.250 0.017 0.608
7722451 1-Jun-29 $ 276,000.00 84.99 0 0 06 0.250 0.017 0.733
7722699 1-Jun-29 $ 385,000.00 67.54 0 0 0.250 0.017 0.233
7722920 1-May-29 $ 307,967.35 90.00 5 5 06 0.250 0.017 0.233
7723470 1-May-29 $ 335,231.70 76.77 0 0 0.250 0.017 0.358
7723605 1-Jun-29 $ 300,000.00 44.61 0 0 0.250 0.017 1.108
7723739 1-Jun-29 $ 520,000.00 80.00 0 0 0.250 0.017 0.233
7723892 1-May-29 $ 458,114.80 60.33 0 0 0.250 0.017 0.108
7724106 1-May-29 $ 529,576.17 79.94 7 7 0.250 0.017 0.358
7724218 1-Jun-29 $ 395,000.00 79.80 0 0 0.250 0.017 0.358
7724260 1-May-29 $ 126,950.89 70.00 9 9 0.250 0.017 0.483
7724698 1-May-29 $ 407,673.73 80.00 3 3 0.250 0.017 0.358
7724987 1-May-29 $ 263,418.60 89.99 0 0 01 0.250 0.017 1.108
7725054 1-Jun-29 $ 434,925.00 75.00 0 0 0.250 0.017 0.483
7725499 1-Jun-29 $ 268,000.00 69.25 0 0 0.250 0.017 0.233
7725529 1-May-29 $ 355,729.12 80.00 2 2 0.250 0.017 0.608
7725595 1-May-29 $ 449,666.03 75.00 3 3 0.250 0.017 0.733
7725608 1-May-29 $ 383,677.39 80.00 9 9 0.250 0.017 0.108
7725670 1-Jun-29 $ 875,000.00 64.81 0 0 0.250 0.017 0.608
7725683 1-May-29 $ 252,009.26 80.00 6 6 0.250 0.017 0.233
7726024 1-May-29 $ 274,584.91 95.00 1 1 33 0.250 0.017 0.608
7726202 1-May-29 $ 449,648.96 75.00 6 6 0.250 0.017 0.483
7726386 1-Jun-29 $ 360,000.00 60.00 0 0 0.250 0.017 0.233
7726403 1-Jun-29 $ 288,750.00 75.00 0 0 0.250 0.017 0.483
7726499 1-May-29 $ 277,427.97 49.58 7 7 0.250 0.017 0.358
7726505 1-May-29 $ 367,220.36 70.00 6 6 0.250 0.017 0.608
7726809 1-May-29 $ 375,684.12 80.00 2 2 0.250 0.017 0.108
7726878 1-May-29 $ 296,013.09 75.00 9 9 0.250 0.017 0.358
7727642 1-May-29 $ 392,700.96 68.35 6 6 0.250 0.017 0.608
7727804 1-Jun-29 $ 467,250.00 75.00 0 0 0.250 0.017 0.483
7728340 1-Jun-29 $ 304,628.00 79.12 0 0 0.250 0.017 0.608
7729343 1-May-29 $ 299,728.80 80.00 0 0 0.250 0.017 0.000
7729440 1-May-29 $ 274,301.33 90.00 3 3 17 0.250 0.017 0.858
7729557 1-May-29 $ 289,762.29 61.70 9 9 0.250 0.017 0.233
7729973 1-Jun-29 $ 449,900.00 59.20 0 0 0.250 0.017 0.358
7730085 1-May-29 $ 166,282.56 80.00 6 6 0.250 0.017 0.983
7730424 1-May-29 $ 632,718.19 79.15 9 9 0.250 0.017 0.608
7730529 1-Jun-29 $ 274,500.00 90.00 0 0 13 0.250 0.017 0.483
7730751 1-May-29 $ 499,590.16 69.54 6 6 0.250 0.017 0.233
7730942 1-May-29 $ 286,764.75 71.13 5 5 0.250 0.017 0.233
7731186 1-Jun-29 $ 311,250.00 75.00 0 0 0.250 0.017 0.233
7731579 1-May-29 $ 327,474.65 75.00 5 5 0.250 0.017 0.108
7731618 1-Jun-29 $ 250,000.00 66.67 0 0 0.250 0.017 0.000
7731651 1-May-29 $ 380,487.86 70.00 6 6 0.250 0.017 0.233
7731971 1-Jun-29 $ 389,000.00 50.19 0 0 0.250 0.017 0.608
7732327 1-Jun-29 $ 259,200.00 90.00 0 0 17 0.250 0.017 0.483
7734045 1-Jun-29 $ 472,000.00 69.41 0 0 0.250 0.017 0.108
7734074 1-Jun-29 $ 545,000.00 72.67 0 0 0.250 0.017 0.608
7734327 1-May-29 $ 945,643.18 80.00 8 8 0.250 0.017 0.358
7734533 1-Jun-29 $ 280,000.00 80.00 0 0 0.250 0.017 0.000
7734565 1-May-25 $ 337,624.25 68.98 5 5 0.250 0.017 0.358
7734979 1-Jun-29 $ 300,000.00 69.77 0 0 0.250 0.017 0.608
7735239 1-May-29 $ 320,936.72 90.00 2 2 01 0.250 0.017 0.233
7736034 1-May-29 $ 422,869.86 80.00 6 6 0.250 0.017 0.483
7736233 1-Jun-29 $ 324,000.00 80.00 0 0 0.250 0.017 0.483
7736303 1-Jun-29 $ 351,401.00 75.00 0 0 0.250 0.017 0.108
7736341 1-May-29 $ 389,672.36 45.61 6 6 0.250 0.017 0.108
7736851 1-May-29 $ 349,705.96 48.33 6 6 0.250 0.017 0.108
7737375 1-Jun-29 $ 752,000.00 80.00 0 0 0.250 0.017 0.233
7737482 1-Jun-29 $ 275,000.00 69.62 0 0 0.250 0.017 0.108
7737563 1-May-29 $ 558,563.92 65.00 2 2 0.250 0.017 0.483
7738650 1-Jun-29 $ 251,750.00 95.00 0 0 33 0.250 0.017 0.483
7738688 1-May-29 $ 503,606.83 64.99 3 3 0.250 0.017 0.483
7738816 1-May-29 $ 149,882.99 66.67 9 9 0.250 0.017 0.483
7739610 1-May-29 $ 267,709.76 90.00 6 6 33 0.250 0.017 1.358
7740281 1-Jun-29 $ 800,000.00 57.14 0 0 0.250 0.017 0.233
7740779 1-Jun-29 $ 600,000.00 54.55 0 0 0.250 0.017 0.733
7741634 1-May-29 $ 333,666.27 80.00 7 7 0.250 0.017 0.233
7742590 1-Jun-29 $ 328,000.00 80.00 0 0 0.250 0.017 0.733
7743109 1-Jun-29 $ 325,000.00 68.42 0 0 0.250 0.017 0.000
7744588 1-May-29 $ 444,344.38 80.00 8 8 0.250 0.017 0.358
7745060 1-Jun-29 $ 522,640.00 80.00 0 0 0.250 0.017 0.733
7745262 1-Jun-29 $ 284,000.00 80.00 0 0 0.250 0.017 0.358
7745295 1-Jun-29 $ 300,000.00 94.34 0 0 13 0.250 0.017 0.983
7745885 1-Jun-29 $ 1,000,000.00 79.05 0 0 0.250 0.017 0.108
7747729 1-Jun-29 $ 349,000.00 71.22 0 0 0.250 0.017 0.733
7747882 1-Jun-29 $ 274,400.00 80.00 0 0 0.250 0.017 0.608
7749357 1-Jun-29 $ 426,400.00 80.00 0 0 0.250 0.017 0.483
7749987 1-Jun-29 $ 295,000.00 54.63 0 0 0.250 0.017 0.358
7749993 1-May-29 $ 328,749.66 74.94 6 6 0.250 0.017 0.608
7750601 1-Jun-29 $ 332,895.00 78.33 0 0 0.250 0.017 0.608
7754011 1-Jun-29 $ 300,000.00 51.16 0 0 0.250 0.017 0.483
7755935 1-Jun-29 $ 399,200.00 80.00 0 0 0.250 0.017 0.233
7758519 1-Jun-29 $ 472,000.00 80.00 0 0 0.250 0.017 0.358
7758822 1-Jun-29 $ 450,000.00 46.39 0 0 0.250 0.017 0.983
7759879 1-Jun-29 $ 382,500.00 75.00 0 0 0.250 0.017 0.733
7761611 1-Jun-29 $ 395,500.00 70.00 0 0 0.250 0.017 0.858
7762430 1-Jun-29 $ 305,600.00 80.00 0 0 0.250 0.017 0.858
7776651 1-Jun-29 $ 500,000.00 53.49 0 0 0.250 0.017 0.483
7782199 1-Jun-29 $ 263,000.00 54.23 0 0 0.250 0.017 0.858
7791052 1-Jun-29 $ 377,600.00 80.00 0 0 0.250 0.017 1.108
4643081 1-Oct-22 $ 72,108.17 56.49 7 7 0.250 0.017 0.983
4785090 1-May-29 $ 324,733.59 78.50 9 9 0.250 0.017 0.233
4801065 1-Jun-29 $ 530,000.00 79.10 0 0 0.250 0.017 0.608
4828023 1-Jun-29 $ 275,000.00 45.91 0 0 0.250 0.017 0.483
4837378 1-Jun-29 $ 350,000.00 62.00 0 0 0.250 0.017 0.108
4844529 1-Nov-28 $ 258,657.37 80.00 7 7 0.250 0.017 0.858
4845900 1-Jun-29 $ 270,000.00 75.00 0 0 0.250 0.017 0.358
4848055 1-Jun-29 $ 473,200.00 80.00 0 0 0.250 0.017 0.483
4850523 1-Jun-29 $ 250,000.00 75.05 0 0 0.250 0.017 0.733
4851685 1-Jun-29 $ 396,000.00 63.87 0 0 0.250 0.017 0.233
4853775 1-Mar-29 $ 519,978.59 74.47 9 9 0.250 0.017 0.108
4866388 1-Oct-28 $ 278,201.39 79.99 9 9 0.250 0.017 0.733
4866607 1-May-29 $ 349,306.29 80.00 9 9 0.250 0.017 0.108
4868764 1-May-29 $ 242,899.68 89.99 8 8 17 0.250 0.017 0.233
4872103 1-May-29 $ 360,274.35 80.00 5 5 0.250 0.017 0.000
4881077 1-Oct-28 $ 298,130.16 75.00 6 6 0.250 0.017 0.608
4882250 1-Sep-28 $ 276,435.47 80.00 7 7 0.250 0.017 0.583
4888980 1-Jun-29 $ 310,000.00 46.97 0 0 0.250 0.017 0.233
4893295 1-Jun-29 $ 400,000.00 52.63 0 0 0.250 0.017 0.000
4898743 1-Nov-28 $ 387,524.92 65.00 2 2 0.250 0.017 0.483
4898799 1-Dec-28 $ 298,676.28 65.22 8 8 0.250 0.017 0.858
4900438 1-Nov-28 $ 343,128.15 65.71 5 5 0.250 0.017 0.608
4901752 1-Nov-28 $ 283,375.91 75.00 1 1 0.250 0.017 0.358
4909747 1-May-29 $ 299,760.09 59.58 9 9 0.250 0.017 0.358
4910020 1-Nov-28 $ 541,120.13 80.00 3 3 0.250 0.017 0.733
4917266 1-Nov-28 $ 389,876.14 90.00 4 4 33 0.250 0.017 0.983
4917360 1-May-19 $ 459,116.95 79.17 5 5 0.250 0.017 0.233
4925498 1-Jun-29 $ 337,500.00 80.00 0 0 0.250 0.017 0.000
4926158 1-Jun-29 $ 300,000.00 93.75 0 0 06 0.250 0.017 0.858
4927442 1-Nov-28 $ 131,254.32 80.00 2 2 0.250 0.017 0.483
4927619 1-Mar-29 $ 281,903.12 85.64 2 2 33 0.250 0.017 0.858
4929148 1-Nov-28 $ 256,837.34 79.54 4 4 0.250 0.017 0.000
4930597 1-Jan-29 $ 327,071.25 80.00 5 5 0.250 0.017 0.358
4931152 1-Jun-29 $ 479,000.00 59.88 0 0 0.250 0.017 1.108
4931338 1-Dec-28 $ 272,359.46 89.99 6 6 06 0.250 0.017 0.108
4933391 1-Mar-29 $ 264,776.04 90.00 4 4 11 0.250 0.017 0.000
4933899 1-May-29 $ 283,284.27 90.00 7 7 33 0.250 0.017 0.608
4934866 1-May-29 $ 251,793.43 80.00 3 3 0.250 0.017 0.233
4934998 1-Dec-28 $ 282,617.94 79.97 4 4 0.250 0.017 0.358
4937013 1-Jan-29 $ 318,440.37 76.19 7 7 0.250 0.017 0.733
4937889 1-May-29 $ 278,747.78 90.00 8 8 33 0.250 0.017 0.000
4939879 1-Jun-29 $ 600,000.00 67.80 0 0 0.250 0.017 0.233
4940569 1-Dec-28 $ 148,693.48 80.00 8 8 0.250 0.017 0.483
4940807 1-Jun-29 $ 398,000.00 54.52 0 0 0.250 0.017 0.358
4942673 1-Dec-28 $ 211,884.15 80.00 5 5 0.250 0.017 0.983
4949126 1-May-29 $ 269,778.68 90.00 8 8 06 0.250 0.017 0.233
4950160 1-Feb-29 $ 296,017.64 90.00 4 4 12 0.250 0.017 0.233
4951328 1-Jun-29 $ 400,000.00 53.69 0 0 0.250 0.017 0.358
4951509 1-Jun-29 $ 382,900.00 78.95 0 0 0.250 0.017 0.483
4952126 1-Jan-29 $ 207,178.83 80.00 3 3 0.250 0.017 0.483
4953714 1-May-29 $ 449,640.15 75.00 5 5 0.250 0.017 0.358
4953780 1-Jan-29 $ 200,823.46 80.00 6 6 0.250 0.017 0.608
4956473 1-Mar-29 $ 449,412.79 80.00 9 9 0.250 0.017 0.358
4958592 1-Dec-28 $ 264,736.00 89.86 0 0 33 0.250 0.017 0.483
4958810 1-Mar-29 $ 271,127.72 90.00 2 2 24 0.250 0.017 0.233
4961907 1-Jun-29 $ 246,750.00 80.00 0 0 0.250 0.017 0.733
4962287 1-May-29 $ 287,758.04 80.00 4 4 0.250 0.017 0.108
4964607 1-Feb-29 $ 437,368.47 75.00 7 7 0.250 0.017 0.483
4965725 1-May-19 $ 363,322.20 70.00 0 0 0.250 0.017 0.483
4965781 1-May-29 $ 424,468.61 80.91 1 1 17 0.250 0.017 0.483
4966914 1-Feb-29 $ 304,510.15 80.00 5 5 0.250 0.017 0.358
4968094 1-May-29 $ 338,754.64 69.90 4 4 0.250 0.017 0.858
4968405 1-Apr-29 $ 99,854.78 33.11 8 8 0.250 0.017 0.858
4968521 1-Jun-29 $ 500,000.00 68.98 0 0 0.250 0.017 0.000
4968811 1-Jun-29 $ 400,000.00 56.34 0 0 0.250 0.017 0.358
4968905 1-Jun-29 $ 650,000.00 76.16 0 0 0.250 0.017 0.233
4969177 1-Jun-29 $ 292,000.00 48.67 0 0 0.250 0.017 0.483
4969508 1-Jan-24 $ 350,034.44 80.43 4 4 0.250 0.017 0.233
4970119 1-Apr-29 $ 256,118.08 67.50 8 8 0.250 0.017 0.733
4970295 1-Jun-29 $ 350,000.00 87.50 0 0 17 0.250 0.017 0.233
4971307 1-Jun-29 $ 601,000.00 79.97 0 0 0.250 0.017 0.358
4971399 1-Feb-29 $ 231,287.32 80.00 2 2 0.250 0.017 0.608
4971944 1-May-29 $ 283,278.84 90.00 4 4 01 0.250 0.017 0.483
4972864 1-Jun-29 $ 262,400.00 80.00 0 0 0.250 0.017 0.233
4973682 1-May-29 $ 312,755.82 76.34 2 2 0.250 0.017 0.483
4974273 1-Apr-29 $ 449,329.97 58.06 7 7 0.250 0.017 0.733
4974629 1-May-29 $ 466,053.86 74.99 6 6 0.250 0.017 0.733
4974989 1-Mar-29 $ 294,305.43 67.82 3 3 0.250 0.017 0.483
4975085 1-May-29 $ 346,529.46 80.00 6 6 0.250 0.017 0.483
4975539 1-Jun-29 $ 296,000.00 80.00 0 0 0.250 0.017 0.358
4975578 1-Mar-29 $ 420,821.17 68.62 7 7 0.250 0.017 0.000
4975866 1-Jun-19 $ 303,000.00 75.37 0 0 0.250 0.017 0.108
4976753 1-May-29 $ 194,855.28 75.00 8 8 0.250 0.017 0.733
4976776 1-Apr-29 $ 279,528.17 66.51 7 7 0.250 0.017 0.108
4977384 1-May-29 $ 399,687.96 89.89 6 6 01 0.250 0.017 0.483
4977488 1-Apr-29 $ 334,475.75 76.14 5 5 0.250 0.017 0.483
4977544 1-Jun-29 $ 300,000.00 52.59 0 0 0.250 0.017 0.358
4977546 1-Jun-29 $ 565,000.00 66.47 0 0 0.250 0.017 0.000
4977961 1-May-29 $ 394,676.22 79.80 2 2 0.250 0.017 0.233
4978300 1-Jun-29 $ 251,900.00 90.00 0 0 01 0.250 0.017 0.108
4979145 1-May-29 $ 518,774.41 80.00 1 1 0.250 0.017 0.233
4979574 1-Jun-29 $ 404,400.00 74.99 0 0 0.250 0.017 0.858
4979727 1-Apr-29 $ 474,256.66 79.70 6 6 0.250 0.017 0.483
4979797 1-May-29 $ 334,732.10 60.36 0 0 0.250 0.017 0.358
4980261 1-May-29 $ 986,230.05 34.03 5 5 0.250 0.017 0.483
4980524 1-Jun-29 $ 260,000.00 80.00 0 0 0.250 0.017 0.483
4980733 1-Apr-29 $ 347,369.10 79.09 0 0 0.250 0.017 0.000
4981183 1-Jun-29 $ 260,000.00 89.35 0 0 17 0.250 0.017 0.000
4981310 1-May-29 $ 444,626.14 79.18 4 4 0.250 0.017 0.108
4981440 1-Apr-29 $ 274,989.94 90.00 4 4 01 0.250 0.017 0.733
4982087 1-May-29 $ 299,735.32 80.00 2 2 0.250 0.017 0.000
4982323 1-Jun-29 $ 500,000.00 69.44 0 0 0.250 0.017 0.483
4982575 1-Jun-29 $ 459,000.00 76.50 0 0 0.250 0.017 0.733
4983069 1-May-29 $ 194,851.62 45.88 2 2 0.250 0.017 0.608
4984178 1-Apr-29 $ 278,552.45 81.50 5 5 11 0.250 0.017 0.358
4984218 1-Jun-29 $ 380,000.00 80.00 0 0 0.250 0.017 0.483
4984755 1-May-29 $ 120,907.93 37.81 3 3 0.250 0.017 0.608
4984849 1-May-29 $ 379,688.52 80.00 2 2 0.250 0.017 0.233
4985491 1-May-29 $ 377,198.12 72.25 2 2 0.250 0.017 0.358
4985532 1-Jun-29 $ 650,000.00 59.09 0 0 0.250 0.017 0.000
4985703 1-Apr-29 $ 311,487.03 79.99 3 3 0.250 0.017 0.233
4985922 1-Jun-29 $ 450,000.00 56.25 0 0 0.250 0.017 0.358
4985932 1-Jun-29 $ 500,000.00 52.63 0 0 0.250 0.017 0.358
4985946 1-Jun-29 $ 550,000.00 63.22 0 0 0.250 0.017 0.233
4986289 1-May-29 $ 299,754.09 79.12 9 9 0.250 0.017 0.233
4986361 1-Jun-29 $ 302,250.00 75.00 0 0 0.250 0.017 0.483
4986888 1-May-29 $ 648,921.09 69.95 9 9 0.250 0.017 0.108
4987189 1-Jun-29 $ 350,000.00 64.83 0 0 0.250 0.017 0.358
4987344 1-May-29 $ 403,660.59 80.00 9 9 0.250 0.017 0.108
4987387 1-May-29 $ 274,424.87 80.00 7 7 0.250 0.017 0.233
4987391 1-Mar-29 $ 289,317.22 79.89 2 2 0.250 0.017 0.483
4987449 1-Jun-29 $ 543,300.00 80.00 0 0 0.250 0.017 0.358
4987529 1-May-29 $ 649,467.20 34.53 0 0 0.250 0.017 0.233
4987803 1-May-29 $ 288,774.55 52.55 5 5 0.250 0.017 0.483
4987815 1-May-29 $ 267,915.83 75.00 3 3 0.250 0.017 0.483
4988000 1-May-29 $ 259,792.08 80.00 8 8 0.250 0.017 0.358
4988039 1-Jun-29 $ 296,000.00 80.00 0 0 0.250 0.017 0.233
4988119 1-Jun-29 $ 280,000.00 80.00 0 0 0.250 0.017 0.233
4988204 1-May-29 $ 299,747.96 63.16 6 6 0.250 0.017 0.108
4988303 1-May-29 $ 319,710.71 70.06 1 1 0.250 0.017 0.000
4988724 1-May-29 $ 391,686.52 80.00 2 2 0.250 0.017 0.358
4988803 1-Aug-28 $ 377,983.34 79.96 4 4 0.250 0.017 0.608
4989155 1-May-29 $ 271,598.28 90.00 8 8 12 0.250 0.017 0.733
4989287 1-May-29 $ 494,594.25 66.44 5 5 0.250 0.017 0.233
4989483 1-May-29 $ 285,765.56 66.82 6 6 0.250 0.017 0.233
4989518 1-Apr-29 $ 279,550.86 70.00 6 6 0.250 0.017 0.358
4990003 1-Apr-29 $ 394,381.86 79.00 6 6 0.250 0.017 0.483
4990063 1-Apr-29 $ 364,628.49 80.00 9 9 0.250 0.017 0.483
4990146 1-May-29 $ 299,765.97 36.14 7 7 0.250 0.017 0.483
4990197 1-May-29 $ 367,712.92 66.91 2 2 0.250 0.017 0.483
4990215 1-Jun-29 $ 479,450.00 80.00 0 0 0.250 0.017 0.000
4990359 1-Jan-29 $ 299,519.20 78.87 0 0 0.250 0.017 0.483
4990402 1-Jun-29 $ 268,000.00 80.00 0 0 0.250 0.017 0.358
4990521 1-May-29 $ 637,002.69 75.00 9 9 0.250 0.017 0.483
4990639 1-Jun-29 $ 269,950.00 89.99 0 0 01 0.250 0.017 0.233
4990645 1-May-29 $ 460,412.87 80.00 7 7 0.250 0.017 0.108
4990816 1-Jun-29 $ 348,000.00 80.00 0 0 0.250 0.017 0.483
4991057 1-May-29 $ 303,768.68 83.75 8 8 0.250 0.017 0.608
4991272 1-May-29 $ 394,899.28 80.00 8 8 0.250 0.017 0.608
4991526 1-May-29 $ 427,657.73 80.00 3 3 0.250 0.017 0.358
4991880 1-May-29 $ 295,774.77 80.00 7 7 0.250 0.017 0.608
4992181 1-Jun-29 $ 340,000.00 80.00 0 0 0.250 0.017 0.483
4992185 1-May-29 $ 290,784.03 62.58 3 3 0.250 0.017 0.733
4992433 1-May-29 $ 349,733.67 57.85 7 7 0.250 0.017 0.608
4992623 1-May-29 $ 282,879.15 79.99 5 5 0.250 0.017 0.483
4992981 1-Jun-29 $ 350,000.00 63.75 0 0 0.250 0.017 0.108
4993137 1-Jun-19 $ 273,750.00 57.03 0 0 0.250 0.017 0.858
4993164 1-May-29 $ 304,762.07 69.79 7 7 0.250 0.017 0.483
4993197 1-Jun-29 $ 419,200.00 80.00 0 0 0.250 0.017 0.608
4993199 1-May-29 $ 374,660.99 75.00 9 9 0.250 0.017 0.000
4993200 1-May-29 $ 447,675.75 64.00 5 5 0.250 0.017 0.858
4993272 1-Jun-29 $ 278,000.00 74.13 0 0 0.250 0.017 0.608
4993427 1-Jun-29 $ 296,500.00 66.63 0 0 0.250 0.017 0.233
4993456 1-Jun-29 $ 451,500.00 70.00 0 0 0.250 0.017 0.233
4993480 1-May-29 $ 263,998.97 79.99 7 7 0.250 0.017 0.608
4993620 1-May-29 $ 330,142.25 80.00 5 5 0.250 0.017 0.483
4993868 1-May-29 $ 494,863.66 79.24 6 6 0.250 0.017 0.483
4993922 1-May-29 $ 649,267.79 70.00 9 9 0.250 0.017 0.733
4994328 1-Jun-29 $ 325,800.00 90.00 0 0 33 0.250 0.017 0.108
4994451 1-May-29 $ 331,627.94 80.00 4 4 0.250 0.017 0.233
4994585 1-Jun-29 $ 440,000.00 78.22 0 0 0.250 0.017 0.983
4994627 1-May-29 $ 383,700.44 80.00 4 4 0.250 0.017 0.483
4994724 1-May-29 $ 261,380.22 80.00 2 2 0.250 0.017 0.108
4994751 1-Apr-29 $ 277,065.73 75.00 3 3 0.250 0.017 0.483
4994772 1-Jun-29 $ 300,000.00 82.19 0 0 06 0.250 0.017 0.483
4994846 1-May-29 $ 398,656.47 70.00 7 7 0.250 0.017 0.000
4994906 1-May-29 $ 499,619.54 80.00 4 4 0.250 0.017 0.608
4994999 1-May-29 $ 463,180.90 80.00 0 0 0.250 0.017 0.000
4995384 1-May-29 $ 649,505.40 76.59 0 0 0.250 0.017 0.608
4995449 1-May-29 $ 299,771.72 68.03 2 2 0.250 0.017 0.608
4995468 1-May-29 $ 378,904.18 80.00 8 8 0.250 0.017 0.483
4995685 1-May-29 $ 284,633.25 90.00 5 5 0.250 0.017 0.608
4995709 1-Mar-29 $ 91,766.81 77.97 1 1 0.250 0.017 0.108
4995872 1-May-29 $ 174,849.33 33.02 3 3 0.250 0.017 0.000
4995874 1-Jun-29 $ 388,750.00 79.34 0 0 0.250 0.017 0.108
4995906 1-May-29 $ 322,448.26 49.65 6 6 0.250 0.017 0.483
4995955 1-Jun-29 $ 300,000.00 63.29 0 0 0.250 0.017 0.108
4995990 1-May-29 $ 272,797.39 69.77 9 9 0.250 0.017 0.733
4996142 1-Apr-29 $ 399,374.03 80.00 3 3 0.250 0.017 0.483
4996421 1-May-29 $ 259,797.17 80.00 7 7 0.250 0.017 0.483
4996513 1-May-29 $ 999,219.90 58.65 0 0 0.250 0.017 0.483
4996709 1-May-29 $ 154,884.90 65.96 0 0 0.250 0.017 0.858
4996726 1-May-29 $ 449,266.33 80.00 3 3 0.250 0.017 0.733
4996785 1-Feb-29 $ 294,546.32 75.00 2 2 0.250 0.017 0.358
4996799 1-May-29 $ 309,726.50 51.67 0 0 0.250 0.017 0.000
4996824 1-Jan-29 $ 243,984.05 76.56 5 5 0.250 0.017 0.233
4996901 1-May-29 $ 269,784.08 68.35 8 8 0.250 0.017 0.358
4996904 1-Jun-29 $ 271,200.00 80.00 0 0 0.250 0.017 0.483
4997061 1-May-29 $ 404,659.76 66.94 6 6 0.250 0.017 0.108
4997130 1-Jun-29 $ 405,000.00 75.00 0 0 0.250 0.017 0.483
4997134 1-Jun-29 $ 308,000.00 80.00 0 0 0.250 0.017 0.608
4997172 1-Jun-29 $ 327,600.00 80.00 0 0 0.250 0.017 0.608
4997217 1-Jun-29 $ 575,000.00 47.92 0 0 0.250 0.017 0.358
4997266 1-Jun-29 $ 338,000.00 65.00 0 0 0.250 0.017 0.233
4997344 1-May-29 $ 287,775.33 80.00 3 3 0.250 0.017 0.483
4997354 1-Jun-29 $ 332,800.00 80.00 0 0 0.250 0.017 0.108
4997710 1-Apr-29 $ 319,486.68 80.00 8 8 0.250 0.017 0.358
4997732 1-May-29 $ 273,811.43 83.03 3 3 06 0.250 0.017 1.108
4997735 1-May-29 $ 470,900.27 65.00 7 7 0.250 0.017 0.733
4997744 1-May-29 $ 269,773.17 78.19 7 7 0.250 0.017 0.108
4997768 1-May-29 $ 299,771.72 64.52 2 2 0.250 0.017 0.608
4997813 1-May-29 $ 336,230.90 87.40 0 0 06 0.250 0.017 0.358
4997890 1-Jun-29 $ 290,000.00 75.32 0 0 0.250 0.017 0.608
4998013 1-May-29 $ 408,513.05 80.00 5 5 0.250 0.017 0.358
4998072 1-May-29 $ 275,789.98 80.00 8 8 0.250 0.017 0.608
4998162 1-May-29 $ 487,619.30 80.00 0 0 0.250 0.017 0.483
4998190 1-May-29 $ 334,931.94 80.00 4 4 0.250 0.017 0.358
4998347 1-May-29 $ 301,258.89 90.00 9 9 01 0.250 0.017 0.358
4998461 1-Jun-29 $ 442,480.00 80.00 0 0 0.250 0.017 0.733
4998481 1-May-29 $ 374,707.46 34.09 6 6 0.250 0.017 0.483
4998530 1-May-29 $ 962,267.23 62.13 3 3 0.250 0.017 0.608
4999041 1-May-29 $ 258,543.08 75.00 8 8 0.250 0.017 0.358
4999047 1-Apr-29 $ 337,430.45 60.79 5 5 0.250 0.017 0.108
4999057 1-May-29 $ 314,783.22 90.00 2 2 33 0.250 0.017 1.108
4999164 1-Jun-29 $ 333,000.00 90.00 0 0 06 0.250 0.017 0.108
4999244 1-May-29 $ 311,762.59 80.00 9 9 0.250 0.017 0.608
4999263 1-May-29 $ 359,712.11 80.00 1 1 0.250 0.017 0.358
4999446 1-May-29 $ 346,522.67 79.99 7 7 0.250 0.017 0.358
4999488 1-May-29 $ 315,771.29 75.96 9 9 0.250 0.017 0.858
4999523 1-May-29 $ 599,520.18 56.21 8 8 0.250 0.017 0.358
4999664 1-May-29 $ 299,765.97 67.42 7 7 0.250 0.017 0.483
4999787 1-Jun-29 $ 462,000.00 69.47 0 0 0.250 0.017 0.358
5000006 1-May-29 $ 299,235.75 76.79 5 5 0.250 0.017 0.000
5000028 1-Mar-28 $ 288,422.51 72.35 1 1 0.250 0.017 0.483
5000137 1-May-29 $ 366,813.63 80.00 3 3 0.250 0.017 0.483
5000176 1-May-29 $ 308,470.90 90.00 0 0 13 0.250 0.017 0.733
5000246 1-May-29 $ 303,768.68 80.00 8 8 0.250 0.017 0.608
5000297 1-May-29 $ 367,712.92 80.00 2 2 0.250 0.017 0.483
5000437 1-Nov-25 $ 343,831.31 77.11 1 1 0.250 0.017 0.483
5000450 1-May-29 $ 243,700.07 76.96 7 7 0.250 0.017 0.233
5000560 1-Jun-29 $ 420,000.00 70.00 0 0 0.250 0.017 0.108
5000576 1-Mar-29 $ 140,468.51 80.00 1 1 0.250 0.017 0.483
5000584 1-Jun-29 $ 510,000.00 51.00 0 0 0.250 0.017 0.000
5000588 1-Mar-29 $ 82,210.73 80.00 3 3 0.250 0.017 0.608
5000626 1-May-29 $ 268,795.31 48.91 1 1 0.250 0.017 0.608
5000738 1-Jun-29 $ 275,000.00 68.75 0 0 0.250 0.017 0.608
5000772 1-May-29 $ 345,316.71 80.00 1 1 0.250 0.017 0.233
5000788 1-May-29 $ 378,996.67 79.98 7 7 0.250 0.017 0.358
5000905 1-Mar-29 $ 48,828.92 79.98 2 2 0.250 0.017 0.233
5000974 1-Jun-29 $ 284,000.00 80.00 0 0 0.250 0.017 0.000
5000976 1-Jun-29 $ 289,900.00 83.30 0 0 17 0.250 0.017 0.608
5001132 1-Jun-29 $ 500,000.00 54.05 0 0 0.250 0.017 0.000
5001211 1-Jun-29 $ 373,000.00 63.44 0 0 0.250 0.017 0.000
5001346 1-Jun-29 $ 450,000.00 78.26 0 0 0.250 0.017 0.000
5001372 1-May-29 $ 369,204.12 61.67 2 2 0.250 0.017 0.358
5001383 1-Apr-29 $ 351,449.15 80.00 5 5 0.250 0.017 0.483
5001397 1-Jun-29 $ 475,000.00 57.58 0 0 0.250 0.017 0.608
5001497 1-May-29 $ 262,200.34 80.00 4 4 0.250 0.017 0.608
5001585 1-May-29 $ 646,442.95 59.91 5 5 0.250 0.017 0.000
5001623 1-Jun-29 $ 636,200.00 70.69 0 0 0.250 0.017 0.358
5001701 1-Jun-29 $ 248,000.00 67.95 0 0 0.250 0.017 0.000
5001713 1-May-29 $ 422,045.13 80.00 3 3 0.250 0.017 0.108
5001783 1-May-29 $ 326,204.85 81.63 5 5 33 0.250 0.017 0.000
5001808 1-May-29 $ 293,059.58 89.73 8 8 17 0.250 0.017 0.233
5001816 1-May-29 $ 336,362.42 90.00 2 2 33 0.250 0.017 0.983
5001993 1-May-29 $ 439,665.20 46.03 0 0 0.250 0.017 0.608
5002122 1-Jun-29 $ 300,000.00 80.00 0 0 0.250 0.017 0.358
5002123 1-May-29 $ 287,775.33 80.00 3 3 0.250 0.017 0.483
5002200 1-Jun-29 $ 247,000.00 77.21 0 0 0.250 0.017 0.483
5002224 1-May-29 $ 258,448.23 52.79 3 3 0.250 0.017 0.483
5002251 1-May-29 $ 388,296.85 90.00 5 5 01 0.250 0.017 0.483
5002320 1-May-29 $ 649,394.79 79.27 9 9 0.250 0.017 0.608
5002334 1-Apr-29 $ 359,436.62 80.00 2 2 0.250 0.017 0.483
5002424 1-May-29 $ 435,642.61 78.42 1 1 0.250 0.017 0.233
5002437 1-May-29 $ 268,784.88 79.59 8 8 0.250 0.017 0.358
5002507 1-May-29 $ 256,604.59 80.00 9 9 0.250 0.017 0.608
5002549 1-Jun-29 $ 495,000.00 64.71 0 0 0.250 0.017 0.000
5002559 1-May-19 $ 309,386.62 45.55 2 2 0.250 0.017 0.000
5002627 1-Jun-29 $ 242,150.00 95.00 0 0 17 0.250 0.017 0.233
5002700 1-May-29 $ 345,295.08 86.40 8 8 33 0.250 0.017 0.000
5002772 1-Jun-29 $ 375,000.00 68.81 0 0 0.250 0.017 0.358
5002779 1-May-29 $ 599,495.92 54.55 2 2 0.250 0.017 0.108
5002784 1-Feb-28 $ 287,015.64 80.00 4 4 0.250 0.017 0.483
5002789 1-May-29 $ 374,714.65 75.00 5 5 0.250 0.017 0.608
5002793 1-Jun-29 $ 350,000.00 77.78 0 0 0.250 0.017 0.233
5002894 1-Jun-29 $ 630,000.00 69.69 0 0 0.250 0.017 0.358
5002931 1-May-29 $ 194,862.36 73.58 6 6 0.250 0.017 0.983
5003027 1-May-29 $ 553,556.97 69.25 7 7 0.250 0.017 0.358
5003048 1-May-29 $ 558,314.12 75.00 2 2 0.250 0.017 0.483
5003064 1-May-29 $ 314,741.79 63.00 9 9 0.250 0.017 0.233
5003100 1-May-29 $ 435,659.88 80.00 8 8 0.250 0.017 0.483
5003128 1-May-29 $ 286,687.08 95.00 8 8 01 0.250 0.017 0.733
5003165 1-Jun-29 $ 857,000.00 68.56 0 0 0.250 0.017 0.483
5003168 1-Jun-29 $ 299,000.00 69.53 0 0 0.250 0.017 0.233
5003246 1-Jun-29 $ 80,000.00 52.29 0 0 0.250 0.017 0.858
5003261 1-Jun-29 $ 255,600.00 90.00 0 0 01 0.250 0.017 0.733
5003368 1-Apr-19 $ 270,386.19 89.87 9 9 01 0.250 0.017 0.483
5003372 1-Apr-29 $ 256,597.83 79.96 3 3 0.250 0.017 0.483
5003432 1-Jun-29 $ 520,000.00 80.00 0 0 0.250 0.017 0.108
5003464 1-May-29 $ 245,398.68 73.31 8 8 0.250 0.017 0.233
5003529 1-May-29 $ 289,768.09 68.24 9 9 0.250 0.017 0.358
5003557 1-May-29 $ 734,440.72 72.06 2 2 0.250 0.017 0.608
5003624 1-May-29 $ 330,935.14 79.62 4 4 0.250 0.017 0.358
5003630 1-May-29 $ 339,341.58 79.91 8 8 0.250 0.017 0.608
5003735 1-Jun-29 $ 355,000.00 78.91 0 0 0.250 0.017 0.000
5003749 1-Jun-29 $ 331,200.00 80.00 0 0 0.250 0.017 0.233
5003811 1-Apr-29 $ 276,266.97 89.98 7 7 24 0.250 0.017 0.483
5003884 1-May-29 $ 284,244.46 75.00 6 6 0.250 0.017 0.483
5003908 1-May-29 $ 255,805.20 72.11 0 0 0.250 0.017 0.608
5004030 1-Jun-29 $ 265,600.00 80.00 0 0 0.250 0.017 0.483
5004055 1-May-29 $ 252,017.46 79.79 6 6 0.250 0.017 0.858
5004160 1-May-29 $ 349,733.67 49.30 7 7 0.250 0.017 0.608
5004274 1-Jun-29 $ 350,785.00 80.00 0 0 0.250 0.017 0.233
5004305 1-Jun-29 $ 273,000.00 69.11 0 0 0.250 0.017 0.858
5004336 1-Jun-29 $ 100,000.00 37.88 0 0 0.250 0.017 0.733
5004346 1-Jun-29 $ 256,800.00 80.00 0 0 0.250 0.017 0.233
5004574 1-May-29 $ 296,937.78 80.00 8 8 0.250 0.017 0.000
5004637 1-May-19 $ 449,149.19 64.75 9 9 0.250 0.017 0.358
5004760 1-May-29 $ 299,760.09 80.00 9 9 0.250 0.017 0.358
5004855 1-May-29 $ 455,644.27 80.00 7 7 0.250 0.017 0.483
5004885 1-May-29 $ 249,405.29 80.00 9 9 0.250 0.017 0.483
5004891 1-May-29 $ 249,410.07 79.87 7 7 0.250 0.017 0.608
5004934 1-May-29 $ 323,747.24 80.00 4 4 0.250 0.017 0.483
5004935 1-May-29 $ 599,495.92 65.93 2 2 0.250 0.017 0.108
5004936 1-Jun-29 $ 380,000.00 69.09 0 0 0.250 0.017 0.483
5004983 1-Jun-29 $ 372,000.00 80.00 0 0 0.250 0.017 0.233
5005026 1-May-29 $ 412,685.74 70.00 4 4 0.250 0.017 0.608
5005273 1-May-29 $ 694,430.31 52.85 1 1 0.250 0.017 0.233
5005318 1-May-29 $ 332,253.24 70.00 4 4 0.250 0.017 0.733
5005390 1-May-29 $ 346,715.57 58.22 7 7 0.250 0.017 0.233
5005557 1-May-29 $ 351,069.02 70.27 2 2 0.250 0.017 0.358
5005598 1-May-29 $ 293,776.28 79.46 8 8 0.250 0.017 0.608
5005777 1-May-29 $ 469,614.74 80.00 4 4 0.250 0.017 0.233
5005837 1-Jun-29 $ 412,500.00 75.00 0 0 0.250 0.017 0.483
5005909 1-May-29 $ 828,103.49 65.00 9 9 0.250 0.017 0.483
5005937 1-May-29 $ 399,663.95 68.38 5 5 0.250 0.017 0.108
5005941 1-Jun-29 $ 412,000.00 80.00 0 0 0.250 0.017 0.108
5006026 1-May-29 $ 125,161.60 75.00 0 0 0.250 0.017 0.983
5006029 1-May-29 $ 899,297.91 52.02 1 1 0.250 0.017 0.483
5006076 1-Jun-29 $ 312,000.00 65.68 0 0 0.250 0.017 0.483
5006184 1-Jun-29 $ 850,000.00 47.35 0 0 0.250 0.017 0.608
5006250 1-May-29 $ 273,775.40 60.89 0 0 0.250 0.017 0.233
5006387 1-May-29 $ 391,709.07 78.40 7 7 0.250 0.017 0.733
5006419 1-Apr-29 $ 374,398.46 83.33 6 6 06 0.250 0.017 0.358
5006443 1-Jun-19 $ 434,454.22 79.00 2 2 0.250 0.017 0.000
5006478 1-Jun-29 $ 255,000.00 75.00 0 0 0.250 0.017 0.608
5006570 1-Jun-29 $ 385,000.00 49.04 0 0 0.250 0.017 0.608
5006789 1-May-29 $ 315,613.57 89.99 7 7 11 0.250 0.017 0.983
5006831 1-May-29 $ 664,518.69 59.38 9 9 0.250 0.017 0.858
5006852 1-Apr-29 $ 341,314.89 80.00 9 9 0.250 0.017 0.108
5006906 1-May-29 $ 279,786.94 74.67 4 4 0.250 0.017 0.608
5007202 1-May-29 $ 315,753.49 80.00 9 9 0.250 0.017 0.483
5007264 1-May-29 $ 259,797.17 63.03 7 7 0.250 0.017 0.483
5007293 1-May-29 $ 499,600.15 22.36 5 5 0.250 0.017 0.358
5007384 1-Jun-29 $ 360,000.00 52.94 0 0 0.250 0.017 0.233
5007411 1-May-29 $ 261,785.24 76.50 4 4 0.250 0.017 0.233
5007430 1-May-29 $ 246,757.35 95.00 5 5 11 0.250 0.017 0.483
5007447 1-Jun-29 $ 385,000.00 66.72 0 0 0.250 0.017 0.108
5007462 1-May-29 $ 312,250.09 76.97 9 9 0.250 0.017 0.358
5007476 1-Jun-29 $ 392,000.00 70.00 0 0 0.250 0.017 0.358
5007502 1-May-29 $ 271,782.49 72.53 9 9 0.250 0.017 0.358
5007540 1-May-29 $ 313,336.54 80.00 4 4 0.250 0.017 0.108
5007586 1-May-29 $ 455,661.58 80.00 8 8 0.250 0.017 0.733
5007589 1-Jun-29 $ 400,000.00 68.14 0 0 0.250 0.017 0.608
5007602 1-Jun-29 $ 289,250.00 80.00 0 0 0.250 0.017 0.483
5007607 1-Apr-29 $ 553,111.32 68.33 2 2 0.250 0.017 0.358
5007624 1-Jun-29 $ 344,700.00 79.61 0 0 0.250 0.017 0.483
5007628 1-Apr-29 $ 268,589.36 66.57 6 6 0.250 0.017 0.608
5007647 1-Jun-29 $ 382,250.00 58.36 0 0 0.250 0.017 0.233
5007682 1-May-29 $ 290,943.08 80.00 8 8 0.250 0.017 0.000
5007747 1-Mar-29 $ 191,444.98 80.00 8 8 0.250 0.017 0.358
5007784 1-May-29 $ 487,599.99 71.76 9 9 0.250 0.017 0.233
5007787 1-May-29 $ 327,681.18 69.04 8 8 0.250 0.017 0.233
5007790 1-May-29 $ 430,929.94 73.09 4 4 0.250 0.017 0.733
5007804 1-Apr-29 $ 295,513.32 80.00 2 2 0.250 0.017 0.233
5007834 1-May-29 $ 274,774.58 69.62 8 8 0.250 0.017 0.233
5007977 1-Jun-29 $ 499,900.00 70.41 0 0 0.250 0.017 0.358
5008084 1-Apr-29 $ 244,353.46 94.98 6 6 06 0.250 0.017 0.983
5008091 1-May-29 $ 387,681.95 80.00 5 5 0.250 0.017 0.233
5008185 1-May-29 $ 281,774.49 18.19 9 9 0.250 0.017 0.358
5008302 1-May-29 $ 319,750.36 61.66 6 6 0.250 0.017 0.483
5008344 1-May-29 $ 269,778.68 59.34 8 8 0.250 0.017 0.233
5008362 1-May-29 $ 335,731.30 80.00 0 0 0.250 0.017 0.358
5008570 1-May-29 $ 315,771.29 68.70 9 9 0.250 0.017 0.858
5008592 1-Jun-29 $ 500,000.00 67.96 0 0 0.250 0.017 0.108
5008635 1-Jun-29 $ 759,500.00 70.00 0 0 0.250 0.017 0.608
5008658 1-May-29 $ 329,742.56 67.35 6 6 0.250 0.017 0.483
5008781 1-Jun-29 $ 328,000.00 80.00 0 0 0.250 0.017 0.858
5008828 1-Jun-29 $ 328,000.00 75.40 0 0 0.250 0.017 0.233
5008915 1-May-29 $ 471,622.55 80.00 5 5 0.250 0.017 0.358
5008916 1-May-29 $ 299,754.09 76.92 9 9 0.250 0.017 0.233
5008961 1-May-29 $ 321,436.30 69.18 0 0 0.250 0.017 0.233
5009151 1-May-29 $ 77,947.66 70.27 6 6 0.250 0.017 1.233
5009240 1-May-29 $ 360,725.31 41.02 1 1 0.250 0.017 0.608
5009357 1-May-29 $ 499,628.93 76.93 3 3 0.250 0.017 0.733
5009510 1-May-29 $ 284,783.13 77.03 3 3 0.250 0.017 0.608
5009614 1-Jun-29 $ 504,000.00 80.00 0 0 0.250 0.017 0.733
5009617 1-Apr-29 $ 319,499.24 80.00 4 4 0.250 0.017 0.483
5009849 1-May-29 $ 387,689.72 80.00 2 2 0.250 0.017 0.358
5009876 1-May-29 $ 283,778.44 80.00 4 4 0.250 0.017 0.483
5009927 1-May-29 $ 252,792.43 84.33 3 3 17 0.250 0.017 0.483
5010012 1-May-29 $ 275,810.05 86.25 5 5 06 0.250 0.017 1.108
5010036 1-May-29 $ 315,740.98 79.20 8 8 0.250 0.017 0.233
5010108 1-May-29 $ 320,978.95 89.97 5 5 01 0.250 0.017 1.108
5010134 1-May-29 $ 292,777.05 57.45 5 5 0.250 0.017 0.608
5010166 1-May-29 $ 349,726.96 68.23 6 6 0.250 0.017 0.483
5010211 1-May-29 $ 338,192.96 69.07 6 6 0.250 0.017 0.483
5010242 1-May-29 $ 314,748.09 49.22 9 9 0.250 0.017 0.358
5010287 1-May-29 $ 332,733.71 90.00 1 1 24 0.250 0.017 0.358
5010315 1-Jun-29 $ 347,500.00 34.75 0 0 0.250 0.017 0.983
5010498 1-May-29 $ 259,786.88 74.29 8 8 0.250 0.017 0.233
5010567 1-May-29 $ 499,609.94 65.36 4 4 0.250 0.017 0.483
5010662 1-May-29 $ 414,368.36 66.89 6 6 0.250 0.017 0.358
5010729 1-May-29 $ 314,741.79 63.00 9 9 0.250 0.017 0.233
5010754 1-May-29 $ 441,238.02 70.10 2 2 0.250 0.017 0.233
5010758 1-May-29 $ 443,636.05 69.92 5 5 0.250 0.017 0.233
5010790 1-May-29 $ 264,777.36 72.60 6 6 0.250 0.017 0.108
5010794 1-Apr-29 $ 458,214.89 90.00 9 9 33 0.250 0.017 0.733
5010800 1-May-29 $ 399,680.12 80.00 2 2 0.250 0.017 0.358
5010824 1-Jun-29 $ 345,000.00 75.00 0 0 0.250 0.017 0.233
5010853 1-May-29 $ 301,552.61 74.98 1 1 0.250 0.017 0.233
5010882 1-May-29 $ 415,683.46 80.00 6 6 0.250 0.017 0.608
5010886 1-May-29 $ 339,214.77 70.00 7 7 0.250 0.017 0.108
5011009 1-May-29 $ 647,442.08 80.00 8 8 0.250 0.017 0.000
5011075 1-May-29 $ 339,741.28 44.48 8 8 0.250 0.017 0.608
5011214 1-May-29 $ 259,781.56 80.00 6 6 0.250 0.017 0.108
5011388 1-Jun-29 $ 650,000.00 59.09 0 0 0.250 0.017 0.000
5011460 1-May-29 $ 649,505.40 61.90 0 0 0.250 0.017 0.608
5011476 1-May-29 $ 461,212.19 72.13 9 9 0.250 0.017 0.108
5011640 1-Jun-29 $ 300,000.00 69.36 0 0 0.250 0.017 0.000
5011709 1-Jun-29 $ 300,000.00 53.57 0 0 0.250 0.017 0.483
5011757 1-May-29 $ 449,648.95 75.00 5 5 0.250 0.017 0.483
5011803 1-May-29 $ 337,223.35 90.00 5 5 11 0.250 0.017 0.233
5011822 1-May-29 $ 251,793.43 90.00 3 3 06 0.250 0.017 0.233
5011838 1-Jun-29 $ 323,000.00 88.99 0 0 11 0.250 0.017 0.608
5011844 1-May-29 $ 490,126.76 57.71 6 6 0.250 0.017 0.608
5011989 1-May-29 $ 414,676.25 58.04 5 5 0.250 0.017 0.483
5012036 1-May-29 $ 399,703.14 83.33 4 4 01 0.250 0.017 0.733
5012063 1-Jun-29 $ 292,000.00 80.00 0 0 0.250 0.017 0.733
5012143 1-May-29 $ 899,315.17 55.21 7 7 0.250 0.017 0.608
5012154 1-May-29 $ 599,457.59 49.38 9 9 0.250 0.017 0.000
5012192 1-May-29 $ 325,764.05 69.36 5 5 0.250 0.017 0.858
5012229 1-May-29 $ 326,001.75 75.00 5 5 0.250 0.017 0.608
5012352 1-Jun-29 $ 343,500.00 69.39 0 0 0.250 0.017 0.858
5012376 1-May-29 $ 267,945.96 67.04 6 6 0.250 0.017 0.608
5012474 1-Jun-29 $ 260,900.00 94.98 0 0 33 0.250 0.017 0.858
5012511 1-May-29 $ 649,505.40 54.39 0 0 0.250 0.017 0.608
5012598 1-May-29 $ 310,763.35 74.94 5 5 0.250 0.017 0.608
5012661 1-May-29 $ 250,827.26 86.55 6 6 06 0.250 0.017 1.108
5012668 1-May-29 $ 427,657.73 80.00 3 3 0.250 0.017 0.358
5012724 1-May-29 $ 292,771.43 89.88 3 3 11 0.250 0.017 0.483
5012792 1-Jun-29 $ 272,000.00 68.43 0 0 0.250 0.017 0.000
5012941 1-Jun-29 $ 350,000.00 58.33 0 0 0.250 0.017 0.000
5013000 1-May-29 $ 384,692.12 79.38 2 2 0.250 0.017 0.358
5013002 1-May-29 $ 259,786.88 80.00 8 8 0.250 0.017 0.233
5013066 1-May-29 $ 749,354.26 42.86 6 6 0.250 0.017 0.000
5013102 1-May-29 $ 303,750.81 80.00 1 1 0.250 0.017 0.233
5013195 1-Jun-29 $ 330,000.00 76.74 0 0 0.250 0.017 0.483
5013340 1-Jun-29 $ 420,000.00 60.39 0 0 0.250 0.017 0.108
5013605 1-Jun-29 $ 500,000.00 66.23 0 0 0.250 0.017 0.733
5013635 1-Jun-29 $ 264,500.00 75.57 0 0 0.250 0.017 0.733
5013675 1-May-29 $ 447,623.63 80.00 3 3 0.250 0.017 0.108
5013817 1-May-29 $ 248,705.84 89.99 4 4 11 0.250 0.017 0.483
5013822 1-May-29 $ 276,957.50 89.42 0 0 17 0.250 0.017 0.483
5014003 1-May-29 $ 299,747.96 63.16 6 6 0.250 0.017 0.108
5014053 1-May-29 $ 455,644.27 80.00 7 7 0.250 0.017 0.483
5014192 1-May-29 $ 294,152.67 80.00 7 7 0.250 0.017 0.108
5014223 1-May-29 $ 323,777.02 72.00 2 2 0.250 0.017 1.108
5014264 1-Jun-29 $ 145,500.00 54.29 0 0 0.250 0.017 0.608
5014291 1-May-29 $ 299,765.97 65.93 7 7 0.250 0.017 0.483
5014296 1-May-29 $ 347,707.63 80.00 3 3 0.250 0.017 0.108
5014313 1-Jun-29 $ 280,000.00 41.79 0 0 0.250 0.017 0.358
5014355 1-May-29 $ 315,753.49 80.00 9 9 0.250 0.017 0.483
5014417 1-Jun-29 $ 715,000.00 32.50 0 0 0.250 0.017 0.608
5014420 1-May-29 $ 501,588.51 80.00 1 1 0.250 0.017 0.233
5014460 1-May-29 $ 324,740.10 77.38 0 0 0.250 0.017 0.358
5014489 1-Apr-29 $ 349,410.23 60.87 3 3 0.250 0.017 0.108
5014512 1-May-29 $ 345,730.09 65.28 9 9 0.250 0.017 0.483
5014516 1-Jun-29 $ 272,000.00 85.00 0 0 17 0.250 0.017 0.733
5014538 1-May-29 $ 252,287.86 75.94 6 6 0.250 0.017 0.108
5014551 1-May-29 $ 349,759.13 56.45 3 3 0.250 0.017 1.108
5014614 1-May-29 $ 359,719.16 69.90 6 6 0.250 0.017 0.483
5014713 1-Jun-29 $ 332,000.00 78.12 0 0 0.250 0.017 1.233
5014719 1-Jun-29 $ 435,000.00 61.40 0 0 0.250 0.017 0.483
5014769 1-May-29 $ 307,288.38 75.00 8 8 0.250 0.017 1.108
5014814 1-May-29 $ 649,467.20 51.59 0 0 0.250 0.017 0.233
5014827 1-May-29 $ 277,777.69 69.50 9 9 0.250 0.017 0.358
5014959 1-May-29 $ 370,344.95 79.99 5 5 0.250 0.017 1.108
5015142 1-May-29 $ 719,424.22 74.23 2 2 0.250 0.017 0.358
5015149 1-May-29 $ 370,096.38 80.00 8 8 0.250 0.017 0.233
5015174 1-May-29 $ 599,508.18 80.00 8 8 0.250 0.017 0.233
5015295 1-Jun-29 $ 50,400.00 70.00 0 0 0.250 0.017 0.983
5015327 1-May-29 $ 669,477.33 64.73 3 3 0.250 0.017 0.483
5015457 1-May-29 $ 736,425.07 29.48 7 7 0.250 0.017 0.483
5015471 1-May-29 $ 549,514.74 69.18 4 4 0.250 0.017 0.000
5015519 1-May-29 $ 489,598.35 75.50 5 5 0.250 0.017 0.233
5015543 1-May-29 $ 249,414.76 64.02 6 6 0.250 0.017 0.733
5015577 1-May-29 $ 313,729.65 69.78 5 5 0.250 0.017 0.000
5015583 1-May-29 $ 302,769.44 54.01 4 4 0.250 0.017 0.608
5015585 1-Jun-29 $ 279,600.00 77.24 0 0 0.250 0.017 0.233
5015652 1-May-29 $ 302,751.63 75.75 3 3 0.250 0.017 0.233
5015657 1-Jun-29 $ 278,000.00 80.00 0 0 0.250 0.017 0.108
5015668 1-Jun-29 $ 448,000.00 80.00 0 0 0.250 0.017 1.233
5015678 1-May-29 $ 279,802.37 80.00 7 7 0.250 0.017 0.983
5015725 1-Jun-29 $ 500,000.00 80.00 0 0 0.250 0.017 0.358
5015727 1-May-29 $ 449,631.13 79.93 3 3 0.250 0.017 0.233
5015924 1-Jun-29 $ 248,000.00 68.32 0 0 0.250 0.017 0.233
5015952 1-Jun-29 $ 306,000.00 90.00 0 0 01 0.250 0.017 0.358
5016032 1-May-29 $ 275,762.36 80.00 6 6 0.250 0.017 0.000
5016034 1-May-29 $ 284,798.84 75.00 4 4 0.250 0.017 0.983
5016051 1-May-29 $ 308,740.39 67.32 9 9 0.250 0.017 0.108
5016059 1-May-29 $ 299,317.91 90.82 1 1 11 0.250 0.017 0.233
5016063 1-May-29 $ 261,790.48 62.09 8 8 0.250 0.017 0.358
5016074 1-May-29 $ 363,716.04 62.98 4 4 0.250 0.017 0.483
5016102 1-Jun-29 $ 400,000.00 39.02 0 0 0.250 0.017 0.108
5016114 1-May-29 $ 356,721.51 36.84 1 1 0.250 0.017 0.483
5016145 1-May-29 $ 489,627.15 66.22 5 5 0.250 0.017 0.608
5016146 1-Apr-29 $ 73,478.99 80.00 9 9 0.250 0.017 0.233
5016165 1-Jun-29 $ 332,000.00 69.89 0 0 0.250 0.017 0.733
5016173 1-May-29 $ 379,696.11 59.84 1 1 0.250 0.017 0.358
5016252 1-May-29 $ 271,777.04 80.00 4 4 0.250 0.017 0.233
5016260 1-Jun-29 $ 360,000.00 73.92 0 0 0.250 0.017 0.233
5016316 1-May-29 $ 349,713.11 78.48 1 1 0.250 0.017 0.233
5016324 1-Jun-29 $ 251,350.00 89.82 0 0 17 0.250 0.017 0.000
5016350 1-May-29 $ 269,794.54 64.59 4 4 0.250 0.017 0.608
5016355 1-May-29 $ 272,787.03 60.40 3 3 0.250 0.017 0.483
5016356 1-Jun-29 $ 281,200.00 90.00 0 0 12 0.250 0.017 0.733
5016376 1-Jun-29 $ 338,000.00 38.63 0 0 0.250 0.017 0.608
5016444 1-Jun-29 $ 385,500.00 59.22 0 0 0.250 0.017 0.233
5016476 1-May-29 $ 369,704.12 45.96 2 2 0.250 0.017 0.358
5016481 1-May-29 $ 326,551.33 68.80 3 3 0.250 0.017 0.608
5016482 1-Jun-29 $ 264,000.00 75.43 0 0 0.250 0.017 0.233
5016486 1-May-29 $ 251,803.41 56.63 1 1 0.250 0.017 0.483
5016494 1-May-29 $ 315,740.97 60.19 7 7 0.250 0.017 0.233
5016522 1-Jun-29 $ 390,600.00 63.51 0 0 0.250 0.017 0.608
5016526 1-May-29 $ 451,601.21 80.00 1 1 0.250 0.017 0.000
5016561 1-Jun-29 $ 269,000.00 89.67 0 0 17 0.250 0.017 0.233
5016565 1-May-29 $ 556,496.46 59.57 6 6 0.250 0.017 0.000
5016573 1-Jun-29 $ 290,000.00 33.96 0 0 0.250 0.017 0.608
5016598 1-May-29 $ 390,079.98 47.90 8 8 0.250 0.017 0.233
5016606 1-Jun-29 $ 300,000.00 69.77 0 0 0.250 0.017 0.233
5016760 1-Apr-29 $ 269,467.05 90.00 5 5 01 0.250 0.017 0.358
5016766 1-Jun-29 $ 288,800.00 80.00 0 0 0.250 0.017 0.000
5016768 1-Jun-19 $ 335,000.00 69.79 0 0 0.250 0.017 0.608
5016771 1-Apr-29 $ 303,048.11 89.95 1 1 13 0.250 0.017 0.733
5016786 1-Jun-29 $ 275,000.00 51.59 0 0 0.250 0.017 0.483
5016790 1-Apr-29 $ 279,528.19 80.00 9 9 0.250 0.017 0.108
5016805 1-May-29 $ 923,364.10 54.35 0 0 0.250 0.017 1.108
5016825 1-May-29 $ 299,771.72 71.60 2 2 0.250 0.017 0.608
5016828 1-Apr-29 $ 282,568.00 79.05 0 0 0.250 0.017 0.608
5016835 1-Jun-29 $ 344,000.00 80.00 0 0 0.250 0.017 0.000
5016945 1-May-29 $ 310,925.43 80.00 3 3 0.250 0.017 0.000
5016946 1-May-29 $ 314,248.49 59.34 9 9 0.250 0.017 0.358
5016950 1-May-29 $ 351,618.59 80.00 9 9 0.250 0.017 0.358
5016973 1-Jun-29 $ 355,000.00 61.74 0 0 0.250 0.017 0.108
5016997 1-May-29 $ 329,755.09 76.74 9 9 0.250 0.017 0.733
5017018 1-Jun-29 $ 900,000.00 68.18 0 0 0.250 0.017 0.108
5017029 1-May-29 $ 287,780.85 30.97 5 5 0.250 0.017 0.608
5017040 1-Mar-29 $ 299,257.96 37.50 6 6 0.250 0.017 0.233
5017066 1-Apr-29 $ 277,065.74 69.38 4 4 0.250 0.017 0.483
5017068 1-May-29 $ 316,752.71 74.94 1 1 0.250 0.017 0.483
5017085 1-May-29 $ 297,761.69 73.58 9 9 0.250 0.017 0.358
5017088 1-May-29 $ 278,482.58 79.63 8 8 0.250 0.017 0.483
5017234 1-Apr-29 $ 309,902.09 80.00 9 9 0.250 0.017 0.358
5017251 1-Apr-29 $ 475,217.38 80.00 8 8 0.250 0.017 0.233
5017258 1-May-29 $ 291,772.21 80.00 1 1 0.250 0.017 0.483
5017271 1-Apr-29 $ 261,550.15 88.80 5 5 17 0.250 0.017 0.608
5017272 1-Mar-29 $ 381,007.77 73.46 7 7 0.250 0.017 0.000
5017284 1-Apr-29 $ 264,553.44 60.23 4 4 0.250 0.017 0.108
5017286 1-May-29 $ 365,707.32 65.36 2 2 0.250 0.017 0.358
5017308 1-May-29 $ 419,672.35 49.12 5 5 0.250 0.017 0.483
5017344 1-May-29 $ 99,921.99 71.94 9 9 0.250 0.017 0.483
5017413 1-Jun-29 $ 409,500.00 70.00 0 0 0.250 0.017 0.108
5017420 1-May-29 $ 471,150.08 84.95 8 8 11 0.250 0.017 0.733
5017451 1-Jun-29 $ 550,000.00 64.71 0 0 0.250 0.017 0.108
5017513 1-May-29 $ 549,549.16 68.75 6 6 0.250 0.017 0.233
5017627 1-May-19 $ 284,461.15 49.83 5 5 0.250 0.017 0.358
5017647 1-Jun-29 $ 262,500.00 70.00 0 0 0.250 0.017 0.483
5017788 1-May-29 $ 339,235.16 69.29 6 6 0.250 0.017 0.483
5017799 1-Jun-29 $ 344,500.00 79.93 0 0 0.250 0.017 0.733
5017829 1-Jun-29 $ 312,000.00 80.00 0 0 0.250 0.017 0.358
5017834 1-Jun-29 $ 369,000.00 57.21 0 0 0.250 0.017 0.483
5017839 1-Jun-29 $ 292,000.00 80.00 0 0 0.250 0.017 0.358
5017849 1-May-29 $ 282,677.67 61.96 7 7 0.250 0.017 0.483
5017875 1-Jun-29 $ 490,000.00 52.69 0 0 0.250 0.017 0.000
5017890 1-Jun-29 $ 356,650.00 70.00 0 GD 3YR 0 0.250 0.017 0.108
5017897 1-May-29 $ 496,602.55 66.27 5 5 0.250 0.017 0.358
5017908 1-Jun-29 $ 280,000.00 65.88 0 0 0.250 0.017 0.483
5017935 1-Jun-29 $ 265,500.00 75.00 0 0 0.250 0.017 0.608
5017957 1-May-29 $ 361,731.34 77.85 4 4 0.250 0.017 0.733
5017970 1-May-29 $ 317,758.02 76.63 2 2 0.250 0.017 0.608
5018004 1-Jun-29 $ 310,000.00 79.28 0 0 0.250 0.017 0.733
5018021 1-Jun-29 $ 800,000.00 60.61 0 0 0.250 0.017 0.000
5018032 1-May-29 $ 299,477.58 67.35 8 8 0.250 0.017 0.733
5018053 1-May-29 $ 264,803.33 79.10 3 3 0.250 0.017 0.733
5018085 1-May-29 $ 260,786.06 90.00 6 6 01 0.250 0.017 0.233
5018112 1-Jun-29 $ 303,000.00 76.71 0 0 0.250 0.017 0.733
5018141 1-Jun-29 $ 520,000.00 80.00 0 0 0.250 0.017 0.608
5018148 1-May-29 $ 281,041.26 75.00 6 6 0.250 0.017 0.733
5018160 1-Jun-29 $ 439,000.00 60.14 0 0 0.250 0.017 0.483
5018164 1-Jun-29 $ 299,200.00 80.00 0 0 0.250 0.017 0.483
5018173 1-May-29 $ 274,585.47 69.97 7 7 0.250 0.017 0.483
5018187 1-May-29 $ 280,758.06 74.93 6 6 0.250 0.017 0.000
5018210 1-May-29 $ 354,729.87 56.80 7 7 0.250 0.017 0.608
5018283 1-May-29 $ 314,754.27 75.00 7 7 0.250 0.017 0.483
5018335 1-May-29 $ 308,908.83 53.77 3 3 0.250 0.017 0.483
5018349 1-May-29 $ 472,530.60 68.00 0 0 0.250 0.017 0.483
5018364 1-Jun-29 $ 259,500.00 79.85 0 0 0.250 0.017 0.358
5018382 1-Apr-29 $ 318,621.32 70.00 2 2 0.250 0.017 0.000
5018385 1-Apr-29 $ 299,575.15 78.95 5 5 0.250 0.017 0.983
5018403 1-Apr-29 $ 254,590.96 69.67 6 6 0.250 0.017 0.358
5018405 1-Apr-29 $ 355,442.90 80.00 0 0 0.250 0.017 0.483
5018411 1-Apr-29 $ 281,159.33 90.00 3 3 06 0.250 0.017 0.483
5018433 1-Jun-29 $ 355,000.00 74.74 0 0 0.250 0.017 0.608
5018450 1-Apr-29 $ 269,556.07 37.24 7 7 0.250 0.017 0.233
5018468 1-Jun-29 $ 360,000.00 57.97 0 0 0.250 0.017 0.000
5018470 1-Apr-29 $ 296,557.78 90.00 8 8 12 0.250 0.017 0.733
5018479 1-Apr-29 $ 439,328.34 80.00 4 4 0.250 0.017 0.608
5018509 1-Apr-29 $ 164,536.49 76.72 9 9 0.250 0.017 0.608
5018518 1-Apr-29 $ 219,664.16 80.00 6 6 0.250 0.017 0.608
5018590 1-Jun-29 $ 500,000.00 60.98 0 0 0.250 0.017 0.608
5018606 1-May-29 $ 262,794.83 51.27 3 3 0.250 0.017 0.483
5018621 1-May-29 $ 280,780.79 75.95 9 9 0.250 0.017 0.483
5018631 1-May-29 $ 271,698.11 79.99 1 1 0.250 0.017 0.000
5018634 1-May-29 $ 649,480.20 63.35 0 0 0.250 0.017 0.358
5018636 1-Jun-29 $ 280,000.00 65.12 0 0 0.250 0.017 0.000
5018682 1-Jun-29 $ 360,000.00 75.00 0 0 0.250 0.017 0.608
5018695 1-May-29 $ 399,672.12 61.54 2 2 0.250 0.017 0.233
5018711 1-Jun-29 $ 380,000.00 69.09 0 0 0.250 0.017 0.358
5018713 1-May-29 $ 369,704.12 60.66 2 2 0.250 0.017 0.358
5018747 1-May-29 $ 649,426.51 65.00 1 1 0.250 0.017 0.000
5018748 1-May-29 $ 471,622.54 80.00 4 4 0.250 0.017 0.358
5018789 1-May-29 $ 609,512.19 69.71 9 9 0.250 0.017 0.358
5018794 1-Jun-29 $ 320,000.00 68.09 0 0 0.250 0.017 1.233
5018798 1-May-29 $ 247,756.57 79.99 7 7 0.250 0.017 0.483
5018873 1-Jun-29 $ 650,000.00 67.01 0 0 0.250 0.017 0.983
5018885 1-Jun-29 $ 400,000.00 67.80 0 0 0.250 0.017 0.000
5018887 1-May-29 $ 321,722.76 67.79 6 6 0.250 0.017 0.000
5018912 1-May-29 $ 266,425.98 66.91 8 8 0.250 0.017 0.108
5018915 1-Jun-29 $ 228,000.00 49.57 0 0 0.250 0.017 0.483
5018960 1-Jun-29 $ 408,000.00 68.00 0 0 0.250 0.017 0.233
5019081 1-May-29 $ 391,678.68 80.00 8 8 0.250 0.017 0.233
5019172 1-Apr-29 $ 271,574.35 80.00 5 5 0.250 0.017 0.483
5019174 1-May-29 $ 281,757.20 80.00 0 0 0.250 0.017 0.000
5019191 1-Jun-29 $ 335,000.00 62.62 0 0 0.250 0.017 0.608
5019209 1-Jun-29 $ 264,000.00 80.00 0 0 0.250 0.017 0.483
5019243 1-May-29 $ 434,685.15 69.60 5 5 0.250 0.017 0.858
5019263 1-May-29 $ 285,787.74 61.51 4 4 0.250 0.017 0.733
5019278 1-May-29 $ 452,646.62 62.48 2 2 0.250 0.017 0.483
5019295 1-Jun-29 $ 66,500.00 89.99 0 0 06 0.250 0.017 0.108
5019311 1-Jun-29 $ 364,100.00 77.47 0 0 0.250 0.017 0.358
5019320 1-May-29 $ 450,139.73 55.07 3 3 0.250 0.017 0.358
5019333 1-May-29 $ 304,762.07 73.49 7 7 0.250 0.017 0.483
5019340 1-Jun-29 $ 346,000.00 69.90 0 0 0.250 0.017 0.483
5019351 1-May-29 $ 274,795.91 58.52 1 1 0.250 0.017 0.733
5019387 1-Jun-29 $ 290,000.00 46.77 0 0 0.250 0.017 0.108
5019398 1-Mar-29 $ 299,293.65 73.17 5 5 0.250 0.017 0.483
5019420 1-Jun-29 $ 308,000.00 71.63 0 0 0.250 0.017 1.108
5019466 1-May-29 $ 277,783.12 65.41 2 2 0.250 0.017 0.483
5019479 1-Jun-29 $ 292,000.00 80.00 0 0 0.250 0.017 0.000
5019483 1-Jun-29 $ 325,000.00 62.08 0 0 0.250 0.017 0.358
5019528 1-Jun-29 $ 265,000.00 67.60 0 0 0.250 0.017 0.358
5019553 1-May-29 $ 258,982.24 80.00 4 4 0.250 0.017 0.108
5019586 1-Jun-29 $ 268,550.00 73.58 0 0 0.250 0.017 0.108
5019619 1-May-29 $ 280,769.66 61.76 6 6 0.250 0.017 0.233
5019620 1-Jun-29 $ 340,000.00 69.39 0 0 0.250 0.017 0.233
5019639 1-Jun-29 $ 448,000.00 80.00 0 0 0.250 0.017 0.233
5019648 1-May-29 $ 251,812.97 63.16 7 7 0.250 0.017 0.733
5019649 1-May-29 $ 998,294.91 52.58 1 1 0.250 0.017 0.983
5019669 1-Jun-29 $ 500,000.00 55.56 0 0 0.250 0.017 0.358
5019677 1-Jun-29 $ 460,000.00 69.70 0 0 0.250 0.017 0.000
5019679 1-May-29 $ 551,568.60 67.03 0 0 0.250 0.017 0.483
5019687 1-May-29 $ 329,225.90 68.45 0 0 0.250 0.017 0.483
5019706 1-Jun-29 $ 400,000.00 64.52 0 0 0.250 0.017 0.358
5019750 1-Jun-29 $ 263,960.00 80.00 0 0 0.250 0.017 0.733
5019865 1-Jun-29 $ 200,000.00 31.01 0 0 0.250 0.017 0.733
5019894 1-Jun-29 $ 290,250.00 90.00 0 0 11 0.250 0.017 0.608
5019938 1-Jun-29 $ 311,200.00 80.00 0 0 0.250 0.017 0.233
5019947 1-May-29 $ 339,741.28 80.00 8 8 0.250 0.017 0.608
5019957 1-Jun-29 $ 265,000.00 55.79 0 0 0.250 0.017 0.483
5019964 1-May-29 $ 439,621.16 42.31 6 6 0.250 0.017 0.000
5020064 1-May-29 $ 308,740.39 77.44 9 9 0.250 0.017 0.108
5020099 1-Jun-29 $ 400,000.00 80.00 0 0 0.250 0.017 0.358
5020105 1-May-29 $ 279,265.18 69.99 8 8 0.250 0.017 0.108
5020122 1-Jun-29 $ 350,000.00 58.33 0 0 0.250 0.017 0.233
5020174 1-May-29 $ 283,783.90 80.00 0 0 0.250 0.017 0.608
5020241 1-Jun-29 $ 250,000.00 72.46 0 0 0.250 0.017 0.733
5020263 1-May-29 $ 408,722.88 55.65 8 8 0.250 0.017 0.358
5020280 1-Jun-29 $ 850,000.00 61.15 0 0 0.250 0.017 0.358
5020308 1-Jun-29 $ 319,000.00 74.19 0 0 0.250 0.017 0.358
5020311 1-Mar-29 $ 350,695.43 78.22 3 3 0.250 0.017 0.000
5020373 1-Jun-29 $ 350,000.00 59.12 0 0 0.250 0.017 0.000
5020455 1-May-29 $ 267,790.93 80.00 3 3 0.250 0.017 0.483
5020513 1-Mar-29 $ 307,106.93 71.63 3 3 0.250 0.017 0.000
5020528 1-May-29 $ 371,687.47 59.81 7 7 0.250 0.017 0.108
5020549 1-Apr-29 $ 357,425.74 80.00 4 4 0.250 0.017 0.358
5020592 1-Jun-29 $ 300,000.00 63.69 0 0 0.250 0.017 0.000
5020596 1-May-29 $ 162,981.95 74.99 5 5 0.250 0.017 0.858
5020622 1-Jun-29 $ 275,000.00 64.71 0 0 0.250 0.017 0.233
5020658 1-May-29 $ 490,366.97 80.00 7 7 0.250 0.017 0.000
5020692 1-Jun-29 $ 257,400.00 51.48 0 0 0.250 0.017 0.233
5020707 1-Jun-29 $ 338,000.00 56.33 0 0 0.250 0.017 0.358
5020809 1-Jun-29 $ 450,000.00 69.77 0 0 0.250 0.017 0.358
5020842 1-May-29 $ 281,419.14 79.99 4 4 0.250 0.017 0.233
5020879 1-May-29 $ 466,817.04 80.00 4 4 0.250 0.017 0.233
5020880 1-Jun-29 $ 316,800.00 80.00 0 0 0.250 0.017 0.000
5020926 1-Jun-29 $ 393,300.00 80.00 0 0 0.250 0.017 0.358
5020927 1-Jun-29 $ 346,000.00 69.90 0 0 0.250 0.017 0.483
5020963 1-Jun-29 $ 290,000.00 69.05 0 0 0.250 0.017 0.608
5021029 1-May-29 $ 539,523.57 60.00 7 7 0.250 0.017 0.000
5021053 1-May-29 $ 549,549.16 68.75 6 6 0.250 0.017 0.233
5021060 1-Jun-29 $ 365,000.00 78.33 0 0 0.250 0.017 1.233
5021067 1-May-29 $ 299,266.36 46.72 6 6 0.250 0.017 0.483
5021070 1-Jun-29 $ 308,000.00 77.97 0 0 0.250 0.017 0.483
5021091 1-Jun-29 $ 315,000.00 53.39 0 0 0.250 0.017 0.483
5021154 1-Jun-29 $ 281,000.00 48.87 0 0 0.250 0.017 0.000
5021163 1-Jun-29 $ 422,000.00 64.92 0 0 0.250 0.017 0.233
5021193 1-May-29 $ 550,548.35 36.73 5 5 0.250 0.017 0.233
5021236 1-Jun-29 $ 448,000.00 77.91 0 0 0.250 0.017 1.233
5021268 1-Jun-29 $ 370,000.00 74.75 0 0 0.250 0.017 1.358
5021269 1-Jun-29 $ 808,500.00 70.00 0 0 0.250 0.017 0.733
5021287 1-May-29 $ 324,746.46 66.06 6 6 0.250 0.017 0.483
5021292 1-May-29 $ 524,610.37 75.00 7 7 0.250 0.017 0.733
5021323 1-May-29 $ 257,798.73 44.10 3 3 0.250 0.017 0.483
5021342 1-May-29 $ 492,895.64 57.70 4 4 0.250 0.017 0.233
5021398 1-May-29 $ 297,112.21 95.00 1 1 06 0.250 0.017 0.358
5021404 1-May-29 $ 283,872.64 58.62 4 4 0.250 0.017 0.358
5021411 1-Jun-29 $ 370,000.00 61.56 0 0 0.250 0.017 0.108
5021418 1-Apr-29 $ 373,918.86 47.11 6 6 0.250 0.017 0.108
5021422 1-May-29 $ 487,609.75 69.71 5 5 0.250 0.017 0.358
5021455 1-Apr-29 $ 265,573.31 62.59 1 1 0.250 0.017 0.358
5021460 1-May-29 $ 499,579.93 54.05 3 3 0.250 0.017 0.108
5021463 1-Jun-29 $ 499,000.00 71.39 0 0 0.250 0.017 0.108
5021485 1-Apr-29 $ 329,820.08 90.00 8 8 01 0.250 0.017 0.358
5021496 1-Jun-29 $ 270,000.00 56.84 0 0 0.250 0.017 0.733
5021513 1-Apr-29 $ 209,654.72 72.41 2 2 0.250 0.017 0.233
5021545 1-Apr-29 $ 357,439.77 42.87 7 7 0.250 0.017 0.483
5021573 1-Jun-29 $ 319,200.00 80.00 0 0 0.250 0.017 0.233
5021575 1-May-29 $ 358,113.39 70.00 9 9 0.250 0.017 0.358
5021584 1-May-29 $ 999,180.30 44.44 0 0 0.250 0.017 0.233
5021585 1-May-29 $ 273,475.65 74.99 5 5 0.250 0.017 0.233
5021586 1-May-29 $ 224,810.97 59.21 7 7 0.250 0.017 0.108
5021632 1-Jun-29 $ 535,500.00 70.00 0 0 0.250 0.017 0.733
5021673 1-Jun-29 $ 317,000.00 69.67 0 0 0.250 0.017 1.233
5021679 1-Apr-29 $ 350,650.40 80.00 0 0 0.250 0.017 0.483
5021680 1-Apr-29 $ 354,371.85 69.61 5 5 0.250 0.017 0.000
5021701 1-Jun-29 $ 468,000.00 55.06 0 0 0.250 0.017 0.233
5021703 1-Apr-29 $ 274,513.40 78.57 0 0 0.250 0.017 0.000
5021713 1-Apr-29 $ 329,470.65 73.33 5 5 0.250 0.017 0.358
5021721 1-Mar-29 $ 248,469.37 89.89 7 7 01 0.250 0.017 0.983
5021811 1-Jun-29 $ 459,260.00 75.00 0 0 0.250 0.017 0.608
5021817 1-May-29 $ 369,704.12 69.94 2 2 0.250 0.017 0.358
5021835 1-Jun-29 $ 314,400.00 79.59 0 0 0.250 0.017 0.733
5021905 1-May-29 $ 406,712.74 77.08 4 4 0.250 0.017 0.983
5021913 1-Apr-29 $ 310,473.31 80.00 1 1 0.250 0.017 0.108
5021929 1-May-29 $ 581,511.05 48.50 5 5 0.250 0.017 0.108
5021930 1-Apr-29 $ 479,129.79 63.16 9 9 0.250 0.017 0.000
5022030 1-May-29 $ 74,840.10 70.00 0 0 0.250 0.017 0.358
5022035 1-May-29 $ 276,478.73 37.19 3 3 0.250 0.017 0.358
5022040 1-May-29 $ 314,760.31 57.27 1 1 0.250 0.017 0.608
5022054 1-Jun-29 $ 275,400.00 77.58 0 0 0.250 0.017 0.733
5022078 1-May-29 $ 369,411.60 79.33 0 0 0.250 0.017 0.483
5022085 1-Jun-29 $ 360,000.00 54.55 0 0 0.250 0.017 0.358
5022109 1-Jun-29 $ 387,800.00 71.81 0 0 0.250 0.017 0.233
5022156 1-Apr-29 $ 319,433.78 87.67 8 8 01 0.250 0.017 0.000
5022158 1-Jun-29 $ 365,000.00 68.87 0 0 0.250 0.017 0.358
5022177 1-Jun-29 $ 375,000.00 67.57 0 0 0.250 0.017 0.608
5022347 1-Apr-29 $ 454,769.33 75.92 3 3 0.250 0.017 0.358
5022363 1-May-29 $ 540,056.95 65.12 5 5 0.250 0.017 0.233
5022367 1-Jun-29 $ 380,000.00 76.77 0 0 0.250 0.017 0.733
5022379 1-Jun-29 $ 280,000.00 80.00 0 0 0.250 0.017 0.483
5022399 1-Jun-29 $ 550,000.00 59.33 0 0 0.250 0.017 0.358
5022412 1-Jun-29 $ 425,000.00 43.63 0 0 0.250 0.017 0.233
5022427 1-Jun-29 $ 396,800.00 80.00 0 0 0.250 0.017 0.233
5022459 1-Jun-29 $ 261,500.00 68.82 0 0 0.250 0.017 0.358
5022520 1-May-29 $ 252,512.46 95.00 6 6 01 0.250 0.017 0.733
5022535 1-Jun-29 $ 350,000.00 60.07 0 0 0.250 0.017 0.358
5022542 1-Jun-29 $ 331,000.00 49.40 0 0 0.250 0.017 0.108
5022544 1-Jun-29 $ 265,000.00 62.35 0 0 0.250 0.017 0.358
5022568 1-Jun-29 $ 258,500.00 68.03 0 0 0.250 0.017 0.358
5022602 1-May-29 $ 324,746.46 69.59 6 6 0.250 0.017 0.483
5022626 1-Jun-29 $ 560,000.00 70.00 0 0 0.250 0.017 0.483
5022894 1-Jun-29 $ 575,000.00 61.17 0 0 0.250 0.017 0.233
5022929 1-Jun-29 $ 498,400.00 80.00 0 0 0.250 0.017 0.233
5022946 1-May-29 $ 319,262.88 90.00 8 8 33 0.250 0.017 0.733
5022956 1-Jun-29 $ 332,000.00 80.00 0 0 0.250 0.017 0.358
5023043 1-May-29 $ 299,760.09 55.02 9 9 0.250 0.017 0.358
5023131 1-Jun-29 $ 300,000.00 60.00 0 0 0.250 0.017 0.483
5023142 1-Jun-29 $ 400,000.00 79.21 0 0 0.250 0.017 0.483
5023143 1-Apr-29 $ 519,106.37 79.99 7 7 0.250 0.017 0.608
5023172 1-Apr-29 $ 324,491.42 51.18 2 2 0.250 0.017 0.483
5023174 1-Jun-29 $ 271,500.00 90.00 0 0 33 0.250 0.017 0.483
5023211 1-May-29 $ 564,337.04 80.00 4 4 0.250 0.017 0.233
5023239 1-Apr-29 $ 384,249.39 73.33 9 9 0.250 0.017 0.483
5023256 1-Apr-29 $ 452,255.19 53.29 9 9 0.250 0.017 0.233
5023294 1-Apr-29 $ 359,581.39 70.00 9 9 0.250 0.017 0.000
5023324 1-May-29 $ 307,782.62 80.00 2 2 0.250 0.017 0.983
5023382 1-Jun-29 $ 295,000.00 79.95 0 0 0.250 0.017 0.483
5023384 1-Apr-29 $ 199,679.17 54.79 7 7 0.250 0.017 0.358
5023435 1-May-29 $ 504,606.04 73.72 4 4 0.250 0.017 0.483
5023462 1-May-29 $ 399,687.96 79.91 6 6 0.250 0.017 0.483
5023470 1-Jun-29 $ 539,000.00 70.00 0 0 0.250 0.017 0.858
5023512 1-May-29 $ 292,798.35 48.51 5 5 0.250 0.017 1.108
5023602 1-May-29 $ 257,798.73 60.00 3 3 0.250 0.017 0.483
5023622 1-Jun-29 $ 305,000.00 57.89 0 0 0.250 0.017 0.358
5023623 1-Jun-29 $ 494,000.00 66.76 0 0 0.250 0.017 0.358
5023626 1-Jun-29 $ 630,000.00 70.00 0 0 0.250 0.017 0.483
5023641 1-Jun-29 $ 392,000.00 80.00 0 0 0.250 0.017 0.608
5023649 1-Jun-29 $ 285,000.00 72.15 0 0 0.250 0.017 1.358
5023849 1-May-29 $ 321,729.49 59.08 9 9 0.250 0.017 0.108
5023897 1-May-29 $ 449,657.58 71.43 8 8 0.250 0.017 0.608
5023997 1-May-29 $ 274,361.05 95.00 5 5 33 0.250 0.017 1.108
5024015 1-May-29 $ 437,241.31 80.00 1 1 0.250 0.017 0.233
5024068 1-Jun-29 $ 380,800.00 80.00 0 0 0.250 0.017 0.483
5024069 1-May-29 $ 327,750.75 42.58 5 5 0.250 0.017 0.608
5024140 1-May-29 $ 262,773.56 68.13 6 6 0.250 0.017 0.000
5024147 1-Jun-29 $ 355,000.00 67.62 0 0 0.250 0.017 0.233
5024173 1-May-24 $ 461,429.68 71.08 8 8 0.250 0.017 0.233
5024186 1-Jun-29 $ 260,100.00 90.00 0 0 01 0.250 0.017 0.608
5024252 1-May-29 $ 322,235.64 53.88 4 4 0.250 0.017 0.233
5024272 1-Jun-29 $ 635,000.00 55.22 0 0 0.250 0.017 0.108
5024280 1-Jun-29 $ 324,959.00 66.32 0 0 0.250 0.017 0.733
5024384 1-May-29 $ 617,505.80 70.27 0 0 0.250 0.017 0.358
5024392 1-Apr-29 $ 254,590.94 62.96 4 4 0.250 0.017 0.358
5024433 1-Apr-29 $ 271,552.78 78.84 8 8 0.250 0.017 0.233
5024531 1-Jun-29 $ 542,700.00 78.65 0 0 0.250 0.017 0.358
5024640 1-May-29 $ 267,785.68 80.00 8 8 0.250 0.017 0.358
5024643 1-Jun-29 $ 272,000.00 80.00 0 0 0.250 0.017 0.608
5024644 1-Jun-29 $ 450,000.00 60.40 0 0 0.250 0.017 0.358
5024671 1-Jun-29 $ 414,000.00 78.11 0 0 0.250 0.017 0.483
5024679 1-Jun-29 $ 268,000.00 50.57 0 0 0.250 0.017 0.483
5024702 1-Jun-29 $ 268,500.00 62.44 0 0 0.250 0.017 0.733
5024705 1-Jun-29 $ 447,000.00 62.96 0 0 0.250 0.017 0.108
5024867 1-May-29 $ 297,767.53 69.30 3 3 0.250 0.017 0.483
5024905 1-May-29 $ 545,552.44 78.00 4 4 0.250 0.017 0.233
5024971 1-May-29 $ 274,990.59 80.00 9 9 0.250 0.017 0.608
5024993 1-Jun-29 $ 468,000.00 80.00 0 0 0.250 0.017 0.483
5025007 1-May-29 $ 494,573.81 69.72 1 1 0.250 0.017 0.000
5025026 1-May-29 $ 590,439.04 53.72 4 4 0.250 0.017 0.483
5025027 1-Jun-29 $ 420,000.00 56.00 0 0 0.250 0.017 1.108
5025037 1-Jun-29 $ 432,300.00 80.00 0 0 0.250 0.017 0.483
5025066 1-Jun-29 $ 540,000.00 79.41 0 0 0.250 0.017 1.108
5025143 1-Jun-29 $ 280,000.00 80.00 0 0 0.250 0.017 0.483
5025211 1-May-29 $ 307,277.44 53.02 4 4 0.250 0.017 0.858
5025243 1-Jun-29 $ 418,000.00 83.60 0 0 01 0.250 0.017 0.733
5025282 1-Jun-29 $ 305,000.00 74.39 0 0 0.250 0.017 1.358
5025287 1-Jun-29 $ 250,000.00 41.67 0 0 0.250 0.017 0.608
5025329 1-May-29 $ 437,640.97 67.38 7 7 0.250 0.017 0.233
5025365 1-May-29 $ 265,276.94 90.00 4 4 11 0.250 0.017 0.108
5025370 1-May-29 $ 293,776.28 73.50 8 8 0.250 0.017 0.608
5025393 1-Jun-29 $ 356,500.00 72.02 0 0 0.250 0.017 0.483
5025400 1-May-29 $ 257,798.73 73.71 3 3 0.250 0.017 0.483
5025542 1-Apr-29 $ 263,197.61 90.00 1 1 24 0.250 0.017 0.608
5025559 1-Jun-29 $ 500,000.00 50.00 0 0 0.250 0.017 0.000
5025595 1-Jun-29 $ 342,500.00 69.90 0 0 0.250 0.017 0.483
5025606 1-May-29 $ 303,774.38 80.00 8 8 0.250 0.017 0.733
5025800 1-Jun-29 $ 550,000.00 73.83 0 0 0.250 0.017 1.233
5025823 1-Jun-29 $ 283,700.00 64.48 0 0 0.250 0.017 0.483
5025826 1-Jun-29 $ 294,000.00 70.00 0 0 0.250 0.017 0.233
5025830 1-Jun-29 $ 495,000.00 66.44 0 0 0.250 0.017 0.108
5025848 1-Jun-29 $ 300,000.00 79.08 0 0 0.250 0.017 0.358
5025852 1-Jun-29 $ 352,000.00 74.11 0 0 0.250 0.017 0.483
5025873 1-Jun-29 $ 380,000.00 57.58 0 0 0.250 0.017 0.000
5025890 1-Jun-29 $ 373,000.00 71.05 0 0 0.250 0.017 1.358
5025902 1-Jun-29 $ 390,000.00 52.00 0 0 0.250 0.017 0.108
5025906 1-May-29 $ 392,693.42 68.95 2 2 0.250 0.017 0.483
5025921 1-Jun-29 $ 506,000.00 60.96 0 0 0.250 0.017 0.483
5025924 1-Jun-29 $ 314,900.00 69.21 0 0 0.250 0.017 0.108
5025953 1-May-29 $ 448,631.96 79.47 6 6 0.250 0.017 0.233
5025971 1-Jun-29 $ 280,000.00 40.00 0 0 0.250 0.017 0.608
5025987 1-Jun-29 $ 277,000.00 44.32 0 0 0.250 0.017 0.608
5026005 1-May-29 $ 279,676.17 79.99 7 7 0.250 0.017 0.358
5026071 1-May-29 $ 319,744.10 80.00 0 0 0.250 0.017 0.358
5026079 1-Jun-29 $ 374,950.00 76.36 0 0 0.250 0.017 0.108
5026184 1-Jun-29 $ 360,000.00 80.00 0 0 0.250 0.017 0.358
5026194 1-Jun-29 $ 460,000.00 67.15 0 0 0.250 0.017 0.358
5026292 1-May-29 $ 308,071.20 89.88 0 0 17 0.250 0.017 0.733
5026319 1-May-29 $ 367,698.35 62.91 5 5 0.250 0.017 0.233
5026329 1-Jun-29 $ 416,000.00 61.18 0 0 0.250 0.017 0.483
5026352 1-Jun-29 $ 298,000.00 77.40 0 0 0.250 0.017 0.483
5026369 1-Jun-29 $ 320,000.00 54.98 0 0 0.250 0.017 0.108
5026375 1-May-29 $ 599,508.18 58.54 8 8 0.250 0.017 0.233
5026415 1-Jun-29 $ 316,000.00 79.98 0 0 0.250 0.017 0.483
5026437 1-May-29 $ 274,763.23 68.75 3 3 0.250 0.017 0.000
5026517 1-Jun-29 $ 332,100.00 78.14 0 0 0.250 0.017 0.608
5026571 1-Jun-29 $ 355,000.00 61.10 0 0 0.250 0.017 0.233
5026574 1-May-29 $ 619,404.27 80.00 7 7 0.250 0.017 0.358
5026586 1-May-29 $ 254,801.08 78.46 8 8 0.250 0.017 0.483
5026587 1-Jun-29 $ 300,000.00 63.83 0 0 0.250 0.017 0.983
5026623 1-Jun-29 $ 955,500.00 65.00 0 0 0.250 0.017 0.233
5026653 1-Jun-29 $ 380,000.00 54.68 0 0 0.250 0.017 0.483
5026687 1-Jun-29 $ 351,000.00 68.16 0 0 0.250 0.017 0.483
5026703 1-Jun-29 $ 360,000.00 69.90 0 0 0.250 0.017 0.358
5026706 1-Jun-29 $ 630,000.00 69.00 0 0 0.250 0.017 0.483
5026708 1-Jun-29 $ 260,000.00 77.61 0 0 0.250 0.017 0.483
5026728 1-Jun-29 $ 321,100.00 60.02 0 0 0.250 0.017 0.483
5026729 1-May-29 $ 299,747.96 61.86 6 6 0.250 0.017 0.108
5026730 1-May-29 $ 360,218.77 72.10 7 7 0.250 0.017 0.483
5026734 1-Jun-29 $ 276,000.00 80.00 0 0 0.250 0.017 0.000
5026739 1-May-29 $ 509,602.15 53.68 5 5 0.250 0.017 0.483
5026800 1-Jun-29 $ 280,000.00 43.08 0 0 0.250 0.017 0.483
5026823 1-May-29 $ 299,754.09 47.24 9 9 0.250 0.017 0.233
5026853 1-Jun-29 $ 326,000.00 67.92 0 0 0.250 0.017 0.233
5026870 1-Jun-29 $ 374,000.00 76.33 0 0 0.250 0.017 0.233
5026949 1-Jun-29 $ 292,500.00 90.00 0 0 11 0.250 0.017 0.233
5026996 1-Jun-29 $ 265,950.00 69.99 0 0 0.250 0.017 0.733
5027007 1-Jun-29 $ 824,000.00 56.44 0 0 0.250 0.017 0.358
5027078 1-Jun-29 $ 145,000.00 51.79 0 0 0.250 0.017 0.983
5027091 1-May-29 $ 412,161.87 58.93 7 7 0.250 0.017 0.233
5027103 1-Jun-29 $ 340,000.00 80.00 0 0 0.250 0.017 0.358
5027119 1-Jun-29 $ 320,000.00 80.00 0 0 0.250 0.017 0.733
5027156 1-May-29 $ 379,696.11 61.49 1 1 0.250 0.017 0.358
5027159 1-Jun-29 $ 408,000.00 74.18 0 0 0.250 0.017 0.608
5027217 1-May-29 $ 424,660.13 50.00 3 3 0.250 0.017 0.358
5027237 1-Jun-29 $ 300,000.00 60.01 0 0 0.250 0.017 0.358
5027266 1-Jun-29 $ 270,000.00 73.97 0 0 0.250 0.017 1.358
5027270 1-Jun-29 $ 647,000.00 62.82 0 0 0.250 0.017 0.233
5027275 1-Jun-29 $ 448,000.00 80.00 0 0 0.250 0.017 1.108
5027279 1-Jun-29 $ 322,400.00 80.00 0 0 0.250 0.017 0.108
5027314 1-Jun-29 $ 260,000.00 80.00 0 0 0.250 0.017 0.233
5027343 1-Jun-29 $ 323,000.00 43.07 0 0 0.250 0.017 0.108
5027361 1-Jun-29 $ 274,500.00 62.39 0 0 0.250 0.017 0.483
5027413 1-Jun-29 $ 266,000.00 60.45 0 0 0.250 0.017 0.733
5027414 1-May-29 $ 287,786.26 80.00 6 6 0.250 0.017 0.733
5027506 1-May-29 $ 259,797.17 80.00 7 7 0.250 0.017 0.483
5027593 1-Jun-29 $ 348,000.00 80.00 0 0 0.250 0.017 0.233
5027788 1-Jun-29 $ 630,000.00 70.00 0 0 0.250 0.017 0.108
5027869 1-Jun-29 $ 519,000.00 53.23 0 0 0.250 0.017 0.358
5027884 1-Jun-29 $ 780,000.00 65.00 0 0 0.250 0.017 1.108
5027888 1-Jun-29 $ 457,000.00 64.37 0 0 0.250 0.017 0.358
5027938 1-Jun-29 $ 348,000.00 39.10 0 0 0.250 0.017 0.358
5027972 1-Jun-29 $ 400,000.00 28.07 0 0 0.250 0.017 0.483
5027973 1-Jun-29 $ 272,000.00 59.78 0 0 0.250 0.017 0.608
5027986 1-Jun-29 $ 300,000.00 61.22 0 0 0.250 0.017 0.108
5028104 1-May-29 $ 648,094.03 79.68 3 3 0.250 0.017 0.483
5028158 1-May-29 $ 299,776.76 93.64 6 6 01 0.250 0.017 0.733
5028204 1-May-29 $ 374,700.11 55.56 1 1 0.250 0.017 0.358
5028352 1-Jun-19 $ 313,500.00 62.08 0 0 0.250 0.017 0.733
5028423 1-May-29 $ 296,562.65 80.00 5 5 0.250 0.017 0.358
5028458 1-Jun-29 $ 354,000.00 76.13 0 0 0.250 0.017 0.608
5028479 1-May-29 $ 420,396.52 85.00 2 2 01 0.250 0.017 0.108
5028630 1-May-29 $ 251,798.47 79.50 7 7 0.250 0.017 0.358
5028635 1-Jun-29 $ 510,000.00 56.98 0 0 0.250 0.017 0.733
5028654 1-Jun-29 $ 295,000.00 47.58 0 0 0.250 0.017 0.233
5028685 1-Jun-29 $ 462,500.00 76.76 0 0 0.250 0.017 0.233
5028708 1-Jun-29 $ 252,000.00 80.00 0 0 0.250 0.017 0.233
5028711 1-Jun-29 $ 300,000.00 60.00 0 0 0.250 0.017 0.608
5028764 1-Jun-29 $ 272,000.00 53.33 0 0 0.250 0.017 0.483
5028836 1-Jun-29 $ 312,500.00 75.76 0 0 0.250 0.017 0.608
5028922 1-Jun-29 $ 500,000.00 73.53 0 0 0.250 0.017 0.608
5029073 1-Jun-29 $ 290,000.00 78.38 0 0 0.250 0.017 0.108
5029091 1-Jun-29 $ 350,000.00 48.61 0 0 0.250 0.017 1.358
5029107 1-Jun-29 $ 320,000.00 63.24 0 0 0.250 0.017 0.608
5029133 1-Jun-29 $ 528,000.00 80.00 0 0 0.250 0.017 1.358
5029268 1-May-29 $ 296,779.58 68.28 8 8 0.250 0.017 0.733
5029284 1-Jun-29 $ 458,500.00 76.42 0 0 0.250 0.017 1.233
5029301 1-May-29 $ 269,799.62 60.40 2 2 0.250 0.017 0.733
5029305 1-Jun-29 $ 366,200.00 53.85 0 0 0.250 0.017 0.358
5029329 1-May-29 $ 303,650.90 79.99 0 0 0.250 0.017 0.233
5029341 1-Jun-29 $ 305,000.00 69.32 0 0 0.250 0.017 0.608
5029354 1-May-29 $ 399,680.13 49.94 3 3 0.250 0.017 0.358
5029361 1-May-29 $ 252,504.07 67.73 7 7 0.250 0.017 0.233
5029366 1-May-29 $ 269,799.62 79.41 2 2 0.250 0.017 0.733
5029374 1-May-29 $ 399,695.63 80.00 3 3 0.250 0.017 0.608
5029385 1-May-29 $ 267,980.16 90.00 6 6 13 0.250 0.017 0.233
5029419 1-Jun-29 $ 435,000.00 71.83 0 0 0.250 0.017 0.233
5029433 1-May-29 $ 397,689.52 80.00 2 2 0.250 0.017 0.483
5029474 1-May-29 $ 423,660.93 66.77 3 3 0.250 0.017 0.358
5029481 1-Jun-29 $ 387,000.00 46.91 0 0 0.250 0.017 0.608
5029552 1-Jun-29 $ 296,100.00 90.00 0 0 13 0.250 0.017 0.733
5029625 1-Jun-29 $ 275,000.00 65.48 0 0 0.250 0.017 0.733
5029746 1-Jun-29 $ 370,000.00 53.24 0 0 0.250 0.017 0.608
5029761 1-Jun-29 $ 330,000.00 52.38 0 0 0.250 0.017 0.000
5029805 1-Jun-29 $ 236,000.00 74.92 0 0 0.250 0.017 0.733
5029950 1-May-29 $ 301,270.58 90.00 8 8 01 0.250 0.017 0.608
5030131 1-Jun-29 $ 490,000.00 59.39 0 0 0.250 0.017 0.358
5030190 1-May-29 $ 414,084.68 80.00 8 8 0.250 0.017 0.608
5030208 1-Jun-29 $ 369,000.00 79.87 0 0 0.250 0.017 1.233
5030254 1-May-29 $ 304,168.38 67.64 8 8 0.250 0.017 0.608
5030269 1-May-29 $ 492,605.75 68.95 5 5 0.250 0.017 0.358
5030274 1-Jun-29 $ 360,000.00 90.00 0 0 13 0.250 0.017 0.733
5030275 1-May-29 $ 420,137.95 56.82 5 5 0.250 0.017 0.000
5030299 1-Dec-28 $ 358,371.67 86.96 7 7 11 0.250 0.017 0.733
5030300 1-May-29 $ 253,602.01 57.68 1 1 0.250 0.017 0.483
5030320 1-May-29 $ 264,771.84 58.89 4 4 0.250 0.017 0.000
5030334 1-Jun-29 $ 264,000.00 74.79 0 0 0.250 0.017 0.233
5030344 1-May-29 $ 296,756.55 49.50 5 5 0.250 0.017 0.233
5030370 1-May-29 $ 310,757.39 51.83 9 9 0.250 0.017 0.483
5030379 1-Jun-29 $ 392,000.00 80.00 0 0 0.250 0.017 0.108
5030385 1-May-29 $ 268,790.15 67.25 5 5 0.250 0.017 0.483
5030417 1-May-29 $ 249,785.24 67.75 4 4 0.250 0.017 0.483
5030425 1-May-29 $ 399,655.61 43.72 1 1 0.250 0.017 0.000
5030436 1-Jun-29 $ 508,000.00 80.00 0 0 0.250 0.017 1.233
5030438 1-May-29 $ 281,979.85 59.41 5 5 0.250 0.017 0.483
5030469 1-May-29 $ 454,653.77 70.00 7 7 0.250 0.017 0.608
5030479 1-Jun-29 $ 228,750.00 75.00 0 0 0.250 0.017 0.608
5030496 1-May-29 $ 349,720.11 74.47 1 1 0.250 0.017 0.358
5030519 1-May-29 $ 515,847.27 64.53 7 7 0.250 0.017 0.483
5030522 1-May-29 $ 314,760.31 90.00 1 1 01 0.250 0.017 0.608
5030541 1-May-29 $ 279,781.57 65.88 7 7 0.250 0.017 0.483
5030547 1-May-29 $ 271,760.02 64.76 2 2 0.250 0.017 0.000
5030554 1-May-29 $ 365,714.48 80.00 8 8 0.250 0.017 0.483
5030559 1-May-29 $ 436,641.79 65.71 9 9 0.250 0.017 0.233
5030581 1-Jun-29 $ 410,600.00 80.00 0 0 0.250 0.017 0.858
5030647 1-May-29 $ 302,969.29 80.00 9 9 0.250 0.017 0.608
5030688 1-May-29 $ 349,726.96 75.36 6 6 0.250 0.017 0.483
5030719 1-May-29 $ 359,732.82 75.00 2 2 0.250 0.017 0.733
5030754 1-Jun-29 $ 300,000.00 80.00 0 0 0.250 0.017 0.358
5030795 1-Jun-29 $ 500,000.00 68.49 0 0 0.250 0.017 0.608
5030802 1-Jun-29 $ 441,700.00 66.92 0 0 0.250 0.017 0.483
5030955 1-Jun-29 $ 329,000.00 68.54 0 0 0.250 0.017 1.108
5031026 1-Jun-29 $ 259,100.00 79.97 0 0 0.250 0.017 0.733
5031106 1-Jun-29 $ 332,500.00 63.33 0 0 0.250 0.017 0.608
5031200 1-Jun-29 $ 280,250.00 95.00 0 0 06 0.250 0.017 0.608
5031291 1-May-29 $ 292,759.83 63.70 3 3 0.250 0.017 0.233
5031293 1-Jun-29 $ 388,000.00 49.43 0 0 0.250 0.017 0.608
5031309 1-May-29 $ 559,481.32 80.00 2 2 0.250 0.017 0.000
5031312 1-May-29 $ 395,375.64 53.33 4 4 0.250 0.017 0.233
5031327 1-May-29 $ 249,762.50 62.50 0 0 0.250 0.017 0.733
5031343 1-May-29 $ 341,233.59 52.54 9 9 0.250 0.017 0.483
5031345 1-May-29 $ 281,763.09 58.14 9 9 0.250 0.017 0.108
5031382 1-Jun-29 $ 333,000.00 57.91 0 0 0.250 0.017 0.233
5031401 1-May-29 $ 498,730.57 54.05 7 7 0.250 0.017 0.358
5031402 1-Jun-29 $ 480,000.00 80.00 0 0 0.250 0.017 0.108
5031408 1-Jun-29 $ 256,000.00 88.28 0 0 11 0.250 0.017 0.000
5031465 1-Dec-28 $ 340,188.26 85.00 6 6 11 0.250 0.017 0.483
5031472 1-Jun-29 $ 500,000.00 64.52 0 0 0.250 0.017 0.733
5031475 1-Jan-29 $ 278,749.08 80.00 8 8 0.250 0.017 0.733
5031523 1-Apr-29 $ 275,568.08 80.00 8 8 0.250 0.017 0.483
5031531 1-Jun-29 $ 451,600.00 69.48 0 0 0.250 0.017 0.483
5031560 1-Feb-29 $ 342,715.37 73.98 7 7 0.250 0.017 0.000
5031586 1-Apr-29 $ 389,773.75 80.00 5 5 0.250 0.017 0.358
5031602 1-Apr-29 $ 434,429.94 80.00 4 4 0.250 0.017 0.000
5031619 1-Jun-29 $ 350,000.00 63.41 0 0 0.250 0.017 0.608
5031621 1-Mar-29 $ 334,171.38 50.38 8 8 0.250 0.017 0.233
5031628 1-Apr-29 $ 309,426.16 72.94 6 6 0.250 0.017 0.608
5031651 1-Apr-29 $ 293,991.46 70.96 6 6 0.250 0.017 0.000
5031684 1-Mar-29 $ 299,257.97 74.63 7 7 0.250 0.017 0.233
5031750 1-Apr-29 $ 276,544.56 79.14 6 6 0.250 0.017 0.233
5031882 1-Jun-29 $ 278,000.00 67.80 0 0 0.250 0.017 0.358
5031956 1-Jun-29 $ 377,600.00 80.00 0 0 0.250 0.017 0.000
5031979 1-Apr-29 $ 319,355.06 66.67 6 6 0.250 0.017 0.108
5032050 1-Jun-29 $ 310,000.00 56.47 0 0 0.250 0.017 0.483
5032095 1-Jun-29 $ 285,000.00 78.08 0 0 0.250 0.017 1.358
5032096 1-Jun-29 $ 381,000.00 78.56 0 0 0.250 0.017 1.358
5032100 1-Jun-29 $ 380,000.00 80.00 0 0 0.250 0.017 0.608
5032269 1-May-29 $ 358,705.73 54.39 3 3 0.250 0.017 0.233
5032280 1-May-29 $ 292,759.83 86.18 3 3 01 0.250 0.017 0.233
5032282 1-May-29 $ 279,758.92 80.00 2 2 0.250 0.017 0.000
5032301 1-May-29 $ 419,647.14 80.00 4 4 0.250 0.017 0.108
5032311 1-Jun-29 $ 307,000.00 89.77 0 0 11 0.250 0.017 0.233
5032319 1-Apr-29 $ 376,380.14 79.96 4 4 0.250 0.017 0.233
5032322 1-Jun-29 $ 350,000.00 46.36 0 0 0.250 0.017 0.733
5032338 1-Apr-29 $ 532,145.01 77.25 1 1 0.250 0.017 0.358
5032347 1-Apr-29 $ 314,519.13 88.73 3 3 17 0.250 0.017 0.608
5032350 1-May-29 $ 281,640.83 94.92 3 3 0.250 0.017 0.733
5032372 1-Apr-29 $ 286,548.25 80.00 5 5 0.250 0.017 0.358
5032383 1-Apr-29 $ 504,189.91 72.14 1 1 0.250 0.017 0.358
5032410 1-Apr-29 $ 274,497.94 90.00 4 4 06 0.250 0.017 0.233
5032441 1-Jun-29 $ 418,000.00 74.64 0 0 0.250 0.017 0.733
5032463 1-May-29 $ 306,954.34 80.00 4 4 0.250 0.017 0.358
5032465 1-Mar-29 $ 323,171.23 90.00 3 3 24 0.250 0.017 0.108
5032536 1-Apr-29 $ 277,554.04 80.00 4 4 0.250 0.017 0.358
5032556 1-Apr-29 $ 315,517.63 80.00 3 3 0.250 0.017 0.608
5032559 1-May-29 $ 303,051.38 90.00 8 8 01 0.250 0.017 0.233
5032568 1-Apr-29 $ 309,941.93 90.00 3 3 11 0.250 0.017 0.358
5032584 1-Apr-29 $ 294,526.79 78.67 9 9 0.250 0.017 0.358
5032598 1-Mar-29 $ 275,184.30 62.69 0 0 0.250 0.017 0.358
5032614 1-Mar-29 $ 279,307.43 67.63 3 3 0.250 0.017 0.233
5032637 1-May-29 $ 502,617.25 79.97 5 5 0.250 0.017 0.608
5032658 1-Feb-29 $ 332,948.31 60.73 1 1 0.250 0.017 0.483
5032667 1-Apr-29 $ 277,919.26 80.00 6 6 0.250 0.017 0.000
5032727 1-May-29 $ 499,600.16 21.74 6 6 0.250 0.017 0.358
5032728 1-Apr-29 $ 447,349.44 74.67 4 4 0.250 0.017 0.858
5032745 1-Jun-29 $ 296,000.00 80.00 0 0 0.250 0.017 0.358
5032753 1-Apr-29 $ 349,410.24 68.63 4 4 0.250 0.017 0.108
5032824 1-Jun-29 $ 440,000.00 64.71 0 0 0.250 0.017 0.000
5032828 1-May-29 $ 399,655.60 42.02 0 0 0.250 0.017 0.000
5032982 1-Jun-29 $ 560,000.00 80.00 0 0 0.250 0.017 0.108
5033008 1-Jun-29 $ 391,000.00 52.84 0 0 0.250 0.017 1.358
5033077 1-Jun-29 $ 420,000.00 68.29 0 0 0.250 0.017 0.733
5033123 1-Apr-29 $ 268,735.14 77.13 4 4 0.250 0.017 0.000
5033127 1-May-29 $ 317,539.49 53.41 9 9 0.250 0.017 0.233
5033145 1-Apr-29 $ 319,486.69 79.21 9 9 0.250 0.017 0.358
5033166 1-May-29 $ 279,770.48 70.00 8 8 0.250 0.017 0.233
5033179 1-Apr-29 $ 277,086.81 75.00 1 1 0.250 0.017 0.733
5033209 1-Apr-29 $ 291,444.43 80.00 3 3 0.250 0.017 0.000
5033219 1-Mar-29 $ 370,810.29 75.15 9 9 0.250 0.017 0.233
5033230 1-Apr-29 $ 296,499.54 66.29 4 4 0.250 0.017 0.108
5033260 1-Mar-29 $ 283,214.85 79.99 5 5 0.250 0.017 0.358
5033270 1-Apr-29 $ 357,203.87 75.00 7 7 0.250 0.017 0.608
5033278 1-Jun-29 $ 350,000.00 46.67 0 0 0.250 0.017 0.483
5033309 1-Apr-29 $ 309,437.98 80.00 8 8 0.250 0.017 0.000
5033340 1-Apr-29 $ 391,355.49 80.00 9 9 0.250 0.017 0.233
5033362 1-Apr-29 $ 259,593.12 80.00 2 2 0.250 0.017 0.483
5033367 1-Apr-29 $ 343,500.47 80.00 7 7 0.250 0.017 0.858
5033377 1-Apr-29 $ 352,405.16 67.88 6 6 0.250 0.017 0.108
5033411 1-Apr-29 $ 369,089.91 79.57 1 1 0.250 0.017 0.233
5033479 1-Mar-29 $ 338,760.02 80.00 2 2 0.250 0.017 0.233
5033509 1-Nov-28 $ 341,696.01 80.00 1 1 0.250 0.017 0.108
5033585 1-Apr-29 $ 294,514.96 65.56 6 6 0.250 0.017 0.233
5033639 1-Apr-29 $ 471,684.08 75.00 8 8 0.250 0.017 0.000
5033673 1-Apr-29 $ 309,464.68 62.00 8 8 0.250 0.017 0.000
5033686 1-Apr-29 $ 303,500.17 80.00 7 7 0.250 0.017 0.233
5033746 1-May-29 $ 291,772.21 80.00 1 1 0.250 0.017 0.483
5033772 1-Apr-29 $ 580,313.57 75.00 7 7 0.250 0.017 0.358
5033798 1-Mar-29 $ 478,841.60 80.00 0 0 0.250 0.017 0.358
5033811 1-Apr-29 $ 292,494.04 67.51 4 4 0.250 0.017 0.000
5033851 1-Apr-29 $ 256,766.59 80.00 9 9 0.250 0.017 0.108
5033871 1-May-29 $ 314,748.10 64.29 0 0 0.250 0.017 0.358
5033887 1-May-29 $ 480,624.77 68.71 7 7 0.250 0.017 0.483
5033910 1-May-29 $ 94,925.89 42.41 9 9 0.250 0.017 0.483
5033919 1-May-29 $ 278,782.36 69.75 6 6 0.250 0.017 0.483
5033927 1-May-29 $ 499,559.98 69.44 8 8 0.250 0.017 0.483
5033934 1-May-29 $ 290,167.77 80.00 7 7 0.250 0.017 0.358
5033947 1-Jun-29 $ 261,000.00 60.00 0 0 0.250 0.017 0.733
5033958 1-May-29 $ 269,773.17 64.92 7 7 0.250 0.017 0.108
5033984 1-May-29 $ 274,768.97 69.49 7 7 0.250 0.017 0.108
5033994 1-Apr-29 $ 283,045.24 90.00 4 4 06 0.250 0.017 0.358
5034002 1-May-29 $ 401,186.79 74.35 9 9 0.250 0.017 0.483
5034014 1-Jun-29 $ 325,000.00 67.71 0 0 0.250 0.017 0.483
5034055 1-Jun-29 $ 950,000.00 60.61 0 0 0.250 0.017 0.233
5034058 1-Jun-29 $ 385,900.00 52.15 0 0 0.250 0.017 0.108
5034290 1-May-29 $ 317,445.94 80.00 4 4 0.250 0.017 0.358
5034360 1-Jun-29 $ 419,900.00 79.83 0 0 0.250 0.017 0.733
5034369 1-May-29 $ 323,747.24 80.00 4 4 0.250 0.017 0.483
5034383 1-Apr-29 $ 349,424.55 66.54 5 5 0.250 0.017 0.233
5034387 1-Jun-29 $ 311,900.00 79.99 0 0 0.250 0.017 0.608
5034550 1-May-29 $ 296,774.00 67.50 0 0 0.250 0.017 0.608
5034572 1-Apr-29 $ 349,424.55 67.96 5 5 0.250 0.017 0.233
5034585 1-May-29 $ 366,906.36 79.84 6 6 0.250 0.017 0.358
5034594 1-Apr-29 $ 598,912.25 72.73 5 5 0.250 0.017 0.000
5034608 1-Apr-29 $ 299,469.18 40.00 8 8 0.250 0.017 0.000
5034625 1-Apr-29 $ 299,494.48 58.16 8 8 0.250 0.017 0.108
5034634 1-Apr-29 $ 382,006.19 80.00 9 9 0.250 0.017 0.000
5034636 1-Apr-29 $ 263,565.94 80.00 4 4 0.250 0.017 0.233
5034641 1-Apr-29 $ 272,212.65 95.00 5 5 13 0.250 0.017 0.358
5034644 1-Apr-29 $ 253,602.51 76.74 1 1 0.250 0.017 0.483
5034650 1-Apr-29 $ 331,454.15 77.23 5 5 0.250 0.017 0.233
5034690 1-Apr-29 $ 382,554.28 80.00 8 8 0.250 0.017 0.108
5034725 1-Feb-29 $ 299,007.73 55.56 3 3 0.250 0.017 0.233
5034742 1-Apr-29 $ 599,013.50 32.88 0 0 0.250 0.017 0.233
5034748 1-Jun-29 $ 278,600.00 80.00 0 0 0.250 0.017 0.233
5034749 1-May-29 $ 281,785.41 77.90 1 1 0.250 0.017 0.608
5034842 1-Apr-29 $ 405,332.47 72.50 7 7 0.250 0.017 0.233
5035121 1-Jun-29 $ 251,750.00 95.00 0 0 06 0.250 0.017 0.858
5035156 1-May-29 $ 324,752.70 54.17 0 0 0.250 0.017 0.608
5035166 1-May-29 $ 291,788.66 80.00 6 6 0.250 0.017 0.858
5035185 1-May-29 $ 478,616.95 73.69 5 5 0.250 0.017 0.358
5035206 1-May-29 $ 272,287.42 70.78 2 2 0.250 0.017 0.483
5035216 1-May-29 $ 464,637.26 79.49 6 6 0.250 0.017 0.483
5035226 1-May-29 $ 351,725.40 67.05 0 0 0.250 0.017 0.483
5035230 1-May-29 $ 326,731.96 58.39 6 6 0.250 0.017 0.233
5035258 1-May-29 $ 359,682.38 64.29 8 8 0.250 0.017 0.000
5035275 1-May-29 $ 298,155.40 80.00 0 0 0.250 0.017 0.233
5035294 1-May-29 $ 269,794.54 47.37 4 4 0.250 0.017 0.608
5035354 1-May-29 $ 346,326.62 49.52 2 2 0.250 0.017 0.000
5035368 1-May-29 $ 256,299.90 77.73 0 0 0.250 0.017 0.483
5035389 1-May-29 $ 329,529.67 68.00 7 7 0.250 0.017 0.233
5035405 1-May-29 $ 592,014.33 75.00 3 3 0.250 0.017 0.233
5035416 1-May-29 $ 349,705.95 78.83 5 5 0.250 0.017 0.108
5035426 1-May-29 $ 434,643.43 79.82 3 3 0.250 0.017 0.233
5035432 1-Jun-29 $ 333,000.00 64.04 0 0 0.250 0.017 0.233
5035438 1-May-29 $ 253,806.72 75.15 2 2 0.250 0.017 0.608
5035444 1-May-29 $ 287,763.92 80.00 2 2 0.250 0.017 0.233
5035454 1-May-29 $ 302,751.63 74.81 3 3 0.250 0.017 0.233
5035469 1-May-29 $ 382,216.13 70.83 3 3 0.250 0.017 0.733
5035476 1-May-29 $ 424,651.63 73.28 3 3 0.250 0.017 0.233
5035486 1-May-29 $ 249,784.75 72.46 5 5 0.250 0.017 0.000
5035496 1-May-29 $ 281,780.01 79.44 1 1 0.250 0.017 0.483
5035505 1-May-29 $ 579,547.55 80.00 5 5 0.250 0.017 0.483
5035547 1-May-29 $ 424,660.13 73.91 3 3 0.250 0.017 0.358
5035566 1-May-29 $ 486,829.28 80.00 8 8 0.250 0.017 0.608
5035586 1-May-29 $ 367,698.35 73.16 5 5 0.250 0.017 0.233
5035590 1-May-29 $ 309,258.56 79.97 6 6 0.250 0.017 0.483
5035598 1-May-29 $ 393,692.64 74.34 4 4 0.250 0.017 0.483
5035601 1-May-29 $ 337,736.32 75.96 2 2 0.250 0.017 0.483
5035676 1-May-29 $ 314,735.36 68.19 6 6 0.250 0.017 0.108
5035681 1-Jun-29 $ 348,000.00 58.00 0 0 0.250 0.017 1.358
5035685 1-Jun-29 $ 352,500.00 75.00 0 0 0.250 0.017 0.608
5035731 1-Jun-28 $ 364,112.30 79.99 0 0 0.250 0.017 0.733
5035752 1-Apr-29 $ 278,813.00 78.66 0 0 0.250 0.017 0.483
5035773 1-Jun-29 $ 315,200.00 79.20 0 0 0.250 0.017 0.733
5035792 1-Apr-29 $ 335,447.56 80.00 6 6 0.250 0.017 0.233
5035813 1-Apr-29 $ 313,508.61 72.35 1 1 0.250 0.017 0.483
5035833 1-May-29 $ 243,804.88 80.00 8 8 0.250 0.017 0.358
5035838 1-Mar-29 $ 283,297.55 77.81 5 5 0.250 0.017 0.233
5035841 1-Apr-29 $ 280,560.26 79.15 6 6 0.250 0.017 0.483
5035855 1-May-29 $ 431,654.54 80.00 4 4 0.250 0.017 0.358
5035877 1-May-29 $ 323,747.25 80.00 5 5 0.250 0.017 0.483
5035892 1-Apr-29 $ 295,536.79 80.00 9 9 0.250 0.017 0.483
5035897 1-May-29 $ 330,129.17 80.00 7 7 0.250 0.017 0.233
5035903 1-Mar-29 $ 321,163.60 80.00 0 0 0.250 0.017 0.000
5035925 1-Apr-29 $ 345,402.53 79.90 3 3 0.250 0.017 0.000
5035934 1-Apr-29 $ 357,117.47 80.00 7 7 0.250 0.017 0.733
5035942 1-Mar-29 $ 252,638.83 43.51 3 3 0.250 0.017 0.358
5035965 1-Feb-29 $ 310,941.71 80.00 1 1 0.250 0.017 0.108
5036037 1-Jun-29 $ 340,000.00 56.06 0 0 0.250 0.017 0.000
5036057 1-Jun-29 $ 274,000.00 67.65 0 0 0.250 0.017 0.483
5036174 1-Jun-29 $ 326,400.00 59.35 0 0 0.250 0.017 0.108
5036218 1-May-29 $ 640,674.42 74.99 2 2 0.250 0.017 0.233
5036227 1-May-29 $ 267,496.30 74.36 0 0 0.250 0.017 0.608
5036240 1-May-29 $ 284,777.67 60.64 7 7 0.250 0.017 0.483
5036261 1-May-29 $ 253,911.42 75.18 2 2 0.250 0.017 0.733
5036262 1-May-29 $ 287,775.33 72.00 3 3 0.250 0.017 0.483
5036276 1-May-29 $ 304,749.99 79.22 9 9 0.250 0.017 0.233
5036278 1-May-29 $ 281,019.45 75.00 5 5 0.250 0.017 0.233
5036291 1-May-29 $ 302,064.18 59.27 8 8 0.250 0.017 0.483
5036302 1-May-29 $ 247,811.29 80.00 9 9 0.250 0.017 0.608
5036323 1-May-29 $ 363,708.91 79.13 1 1 0.250 0.017 0.358
5036352 1-May-29 $ 253,791.80 76.51 0 0 0.250 0.017 0.233
5036373 1-May-29 $ 342,732.43 60.18 3 3 0.250 0.017 0.483
5036377 1-May-29 $ 264,366.55 70.00 5 5 0.250 0.017 0.000
5036401 1-May-29 $ 327,744.13 55.59 3 3 0.250 0.017 0.483
5036453 1-May-29 $ 288,480.33 84.91 3 3 06 0.250 0.017 0.608
5036468 1-May-29 $ 272,226.68 69.86 8 8 0.250 0.017 0.233
5036486 1-May-29 $ 332,477.24 44.37 4 4 0.250 0.017 0.233
5036491 1-May-29 $ 289,768.09 46.77 9 9 0.250 0.017 0.358
5036500 1-May-29 $ 459,622.93 71.88 3 3 0.250 0.017 0.233
5036512 1-May-29 $ 287,669.77 82.26 7 7 01 0.250 0.017 0.358
5036514 1-May-29 $ 297,267.92 85.00 2 2 33 0.250 0.017 0.483
5036526 1-May-29 $ 283,778.45 78.45 5 5 0.250 0.017 0.483
5036547 1-May-29 $ 639,948.54 49.27 4 4 0.250 0.017 0.000
5036582 1-Apr-29 $ 311,474.26 80.00 6 6 0.250 0.017 0.108
5036592 1-May-29 $ 274,774.58 61.11 8 8 0.250 0.017 0.233
5036644 1-Mar-29 $ 254,562.69 80.00 9 9 0.250 0.017 0.233
5036657 1-May-29 $ 648,468.02 59.00 2 2 0.250 0.017 0.233
5036684 1-May-29 $ 377,190.56 78.65 6 6 0.250 0.017 0.233
5036688 1-Jun-29 $ 427,000.00 79.07 0 0 0.250 0.017 1.233
5036697 1-Apr-29 $ 279,561.82 77.89 2 2 0.250 0.017 0.483
5036709 1-May-29 $ 284,760.56 71.97 6 6 0.250 0.017 0.108
5036724 1-May-29 $ 342,718.84 70.00 4 4 0.250 0.017 0.233
5036735 1-Jan-29 $ 266,888.73 80.00 3 3 0.250 0.017 0.233
5036737 1-May-29 $ 264,593.42 80.00 2 2 0.250 0.017 0.483
5036762 1-Apr-29 $ 279,371.37 79.43 7 7 0.250 0.017 0.000
5036766 1-May-29 $ 369,054.64 89.00 4 4 11 0.250 0.017 0.358
5036823 1-Apr-29 $ 339,454.59 80.00 9 9 0.250 0.017 0.358
5036846 1-Jun-29 $ 500,000.00 78.13 0 0 0.250 0.017 0.233
5036858 1-Apr-29 $ 319,473.87 80.00 7 7 0.250 0.017 0.233
5036919 1-May-29 $ 564,559.24 74.34 4 4 0.250 0.017 0.483
5037129 1-Jun-29 $ 375,000.00 50.40 0 0 0.250 0.017 0.108
5037130 1-Jun-29 $ 320,000.00 39.02 0 0 0.250 0.017 0.608
5037209 1-May-29 $ 269,778.68 73.97 8 8 0.250 0.017 0.233
5037218 1-May-29 $ 399,672.13 71.43 3 3 0.250 0.017 0.233
5037234 1-May-29 $ 325,252.32 52.08 2 2 0.250 0.017 0.608
5037283 1-May-29 $ 351,711.46 88.00 6 6 33 0.250 0.017 0.233
5037313 1-May-29 $ 299,771.72 75.38 2 2 0.250 0.017 0.608
5037339 1-May-29 $ 319,750.37 67.37 7 7 0.250 0.017 0.483
5037366 1-May-29 $ 454,562.40 62.74 0 0 0.250 0.017 0.733
5037382 1-May-29 $ 373,193.84 90.00 4 4 33 0.250 0.017 0.233
5037403 1-May-29 $ 467,597.06 78.00 6 6 0.250 0.017 0.000
5037405 1-Jun-29 $ 296,600.00 89.89 0 0 17 0.250 0.017 0.983
5037408 1-May-29 $ 352,710.65 74.32 5 5 0.250 0.017 0.233
5037430 1-May-29 $ 339,721.30 70.83 0 0 0.250 0.017 0.233
5037448 1-May-29 $ 471,640.85 69.93 5 5 0.250 0.017 0.608
5037466 1-May-29 $ 513,285.57 75.00 7 7 0.250 0.017 0.000
5037470 1-May-29 $ 307,747.53 73.33 3 3 0.250 0.017 0.233
5037479 1-Jun-29 $ 270,000.00 90.00 0 0 33 0.250 0.017 0.358
5037485 1-May-29 $ 323,209.95 69.56 5 5 0.250 0.017 0.733
5037495 1-May-29 $ 279,770.48 73.68 8 8 0.250 0.017 0.233
5037504 1-May-29 $ 249,795.07 79.37 7 7 0.250 0.017 0.233
5037523 1-May-29 $ 449,631.13 54.55 3 3 0.250 0.017 0.233
5037652 1-May-29 $ 266,806.75 93.68 5 5 11 0.250 0.017 0.858
5037736 1-Jun-29 $ 255,200.00 80.00 0 0 0.250 0.017 0.483
5037753 1-Jun-29 $ 650,000.00 60.47 0 0 0.250 0.017 0.608
5037815 1-May-29 $ 319,750.37 59.53 7 7 0.250 0.017 0.483
5037937 1-Jun-29 $ 295,000.00 69.41 0 0 0.250 0.017 0.608
5038205 1-May-29 $ 244,804.07 77.29 7 7 0.250 0.017 0.358
5038206 1-Jun-29 $ 314,000.00 75.85 0 0 0.250 0.017 0.233
5038273 1-May-29 $ 327,744.13 80.00 3 3 0.250 0.017 0.483
5038295 1-May-29 $ 259,786.88 68.42 8 8 0.250 0.017 0.233
5038320 1-Jun-29 $ 262,500.00 73.94 0 0 0.250 0.017 0.483
5038337 1-May-29 $ 339,728.10 74.40 0 0 0.250 0.017 0.358
5038366 1-May-29 $ 331,741.00 80.00 0 0 0.250 0.017 0.483
5038393 1-May-29 $ 287,752.03 80.00 3 3 0.250 0.017 0.000
5038406 1-May-29 $ 354,723.06 78.89 6 6 0.250 0.017 0.483
5038561 1-Jun-29 $ 390,000.00 69.64 0 0 0.250 0.017 0.608
5038667 1-Apr-29 $ 398,559.65 80.00 5 5 0.250 0.017 0.358
5038678 1-Jun-29 $ 500,000.00 67.11 0 0 0.250 0.017 0.733
5039190 1-Jun-29 $ 334,400.00 79.62 0 0 0.250 0.017 0.233
5039209 1-May-29 $ 241,316.23 69.20 3 3 0.250 0.017 0.608
5039223 1-Jun-29 $ 280,350.00 89.00 0 0 33 0.250 0.017 0.358
5039242 1-May-29 $ 278,771.30 79.71 0 0 0.250 0.017 0.233
5039262 1-May-29 $ 296,238.40 79.07 0 0 0.250 0.017 0.000
5039317 1-May-29 $ 351,718.51 80.00 1 1 0.250 0.017 0.358
5039366 1-May-29 $ 277,783.13 79.43 3 3 0.250 0.017 0.483
5039385 1-May-29 $ 374,714.65 75.00 5 5 0.250 0.017 0.608
5039406 1-May-29 $ 414,676.25 78.30 5 5 0.250 0.017 0.483
5039432 1-May-29 $ 515,587.36 80.00 6 6 0.250 0.017 0.358
5039437 1-Jun-29 $ 266,000.00 82.35 0 0 33 0.250 0.017 0.358
5039521 1-Jan-29 $ 355,975.62 79.82 2 2 0.250 0.017 0.000
5039707 1-Jun-29 $ 500,000.00 79.21 0 0 0.250 0.017 0.233
5039721 1-May-29 $ 113,517.79 80.00 9 9 0.250 0.017 0.858
5039759 1-May-29 $ 114,912.50 37.58 0 0 0.250 0.017 0.608
5039835 1-May-29 $ 261,140.12 80.00 2 2 0.250 0.017 0.483
5039843 1-Jun-29 $ 350,000.00 65.42 0 0 0.250 0.017 0.608
5039849 1-Jun-29 $ 452,000.00 62.34 0 0 0.250 0.017 0.733
5039853 1-May-29 $ 262,200.33 80.00 3 3 0.250 0.017 0.608
5040141 1-Jun-29 $ 600,000.00 80.00 0 0 0.250 0.017 0.608
5040236 1-May-29 $ 329,722.76 78.38 6 6 0.250 0.017 0.108
5040253 1-Jun-29 $ 281,250.00 90.00 0 0 06 0.250 0.017 0.233
5040347 1-May-29 $ 191,864.48 80.00 8 8 0.250 0.017 0.983
5040374 1-May-29 $ 76,942.85 50.33 5 5 0.250 0.017 0.733
5040383 1-May-29 $ 246,816.69 56.14 9 9 0.250 0.017 0.733
5040403 1-May-29 $ 324,540.26 80.00 6 6 0.250 0.017 0.358
5040413 1-May-29 $ 295,774.77 78.31 7 7 0.250 0.017 0.608
5040579 1-May-29 $ 302,264.02 74.69 2 2 0.250 0.017 0.483
5040614 1-Jun-29 $ 328,500.00 42.39 0 0 0.250 0.017 0.233
5040634 1-Apr-29 $ 291,575.98 68.71 8 8 0.250 0.017 0.858
5040643 1-May-29 $ 395,720.51 77.65 1 1 0.250 0.017 0.983
5040678 1-Jun-29 $ 450,000.00 50.00 0 0 0.250 0.017 0.483
5040706 1-Apr-29 $ 519,225.75 80.00 5 5 0.250 0.017 0.733
5040750 1-May-29 $ 287,746.77 80.00 7 7 0.250 0.017 0.983
5040785 1-May-29 $ 246,821.23 75.30 3 3 0.250 0.017 0.858
5040797 1-May-29 $ 291,772.22 74.49 2 2 0.250 0.017 0.483
5040798 1-May-29 $ 164,674.60 80.00 0 0 0.250 0.017 0.608
5040807 1-May-29 $ 303,768.68 80.00 8 8 0.250 0.017 0.608
5040810 1-May-29 $ 174,870.12 69.44 2 2 0.250 0.017 0.733
5040812 1-May-29 $ 299,777.35 79.68 5 5 0.250 0.017 0.733
5041160 1-May-29 $ 256,199.99 72.23 9 9 0.250 0.017 0.483
5041183 1-Jun-29 $ 258,000.00 78.18 0 0 0.250 0.017 0.608
5041202 1-Jun-29 $ 286,400.00 77.41 0 0 0.250 0.017 0.608
5041233 1-May-29 $ 474,656.20 25.00 0 0 0.250 0.017 0.858
5041333 1-Jun-29 $ 330,000.00 75.00 0 0 0.250 0.017 0.608
5041514 1-May-29 $ 256,299.90 90.00 0 0 12 0.250 0.017 0.483
5041547 1-May-29 $ 308,559.10 80.00 0 0 0.250 0.017 0.483
5041692 1-May-29 $ 287,775.33 90.00 3 3 01 0.250 0.017 0.483
5041709 1-May-29 $ 582,510.21 74.74 1 1 0.250 0.017 0.108
5041952 1-Aug-28 $ 328,594.81 73.56 1 1 0.250 0.017 0.983
5041962 1-Mar-29 $ 448,025.00 75.00 0 0 0.250 0.017 0.000
5041971 1-Apr-29 $ 363,458.04 79.48 4 4 0.250 0.017 0.733
5042002 1-Jun-29 $ 540,000.00 80.00 0 0 0.250 0.017 0.233
5042026 1-Jun-29 $ 296,000.00 74.94 0 0 0.250 0.017 0.358
5042037 1-Jun-29 $ 270,300.00 71.13 0 0 0.250 0.017 0.233
5042050 1-May-29 $ 293,276.67 94.98 7 7 33 0.250 0.017 0.608
5042052 1-Apr-29 $ 648,957.31 79.46 1 1 0.250 0.017 0.358
5042069 1-Jun-29 $ 286,000.00 73.33 0 0 0.250 0.017 0.358
5042087 1-May-29 $ 250,818.33 79.94 3 3 0.250 0.017 0.858
5042108 1-May-29 $ 286,259.30 76.40 0 0 0.250 0.017 0.108
5042185 1-Jun-29 $ 545,000.00 57.37 0 0 0.250 0.017 0.608
5042195 1-Jun-29 $ 281,000.00 53.52 0 0 0.250 0.017 0.358
5042482 1-May-29 $ 314,772.01 87.50 1 1 06 0.250 0.017 0.858
5042485 1-May-29 $ 259,786.88 74.24 8 8 0.250 0.017 0.233
5042576 1-May-29 $ 219,819.67 29.33 7 7 0.250 0.017 0.233
5042578 1-May-29 $ 173,764.35 74.99 5 5 0.250 0.017 0.483
5042913 1-Jun-29 $ 100,000.00 55.56 0 0 0.250 0.017 1.608
5042930 1-Jun-29 $ 330,000.00 60.55 0 0 0.250 0.017 0.233
5042953 1-Jun-29 $ 375,000.00 75.00 0 0 0.250 0.017 0.000
5042971 1-May-29 $ 295,757.37 89.70 7 7 33 0.250 0.017 0.233
5043006 1-Jun-29 $ 325,000.00 72.22 0 0 0.250 0.017 0.233
5043064 1-Mar-29 $ 395,494.95 58.74 5 5 0.250 0.017 0.108
5043065 1-Jun-29 $ 468,965.00 70.00 0 0 0.250 0.017 0.733
5043086 1-May-29 $ 79,934.42 61.54 2 2 0.250 0.017 0.233
5043106 1-May-29 $ 399,687.96 72.07 6 6 0.250 0.017 0.483
5043352 1-Jan-29 $ 297,899.20 65.22 0 0 0.250 0.017 0.483
5043361 1-Apr-29 $ 266,571.70 70.45 0 0 0.250 0.017 0.358
5043431 1-Dec-28 $ 232,915.06 90.00 6 6 12 0.250 0.017 0.608
5043510 1-Sep-28 $ 249,026.76 68.02 6 6 0.250 0.017 0.858
5043549 1-Feb-29 $ 233,732.29 57.32 9 9 0.250 0.017 0.858
5043576 1-Mar-29 $ 648,347.70 76.47 0 0 0.250 0.017 0.233
5043839 1-Jun-29 $ 340,000.00 53.97 0 0 0.250 0.017 0.233
5043889 1-May-29 $ 283,794.46 80.00 6 6 0.250 0.017 0.858
5043969 1-May-29 $ 262,589.85 90.00 5 5 0.250 0.017 0.358
5044286 1-May-29 $ 296,600.62 88.61 2 2 13 0.250 0.017 0.108
5044288 1-Jun-29 $ 476,800.00 80.00 0 0 0.250 0.017 0.108
5047319 1-Jun-29 $ 256,000.00 80.00 0 0 0.250 0.017 0.358
5047370 1-May-29 $ 337,736.33 79.53 3 3 0.250 0.017 0.483
5047391 1-Jun-29 $ 299,000.00 74.75 0 0 0.250 0.017 0.000
5047397 1-May-24 $ 347,570.40 80.00 0 0 0.250 0.017 0.233
5047401 1-Jun-29 $ 300,000.00 75.00 0 0 0.250 0.017 0.233
5047409 1-Jun-29 $ 293,000.00 65.11 0 0 0.250 0.017 0.233
5047410 1-Jun-29 $ 371,500.00 72.84 0 0 0.250 0.017 0.608
5047426 1-Jun-29 $ 424,000.00 78.52 0 0 0.250 0.017 0.358
5047440 1-Jun-29 $ 300,000.00 63.83 0 0 0.250 0.017 0.233
5047455 1-Jun-29 $ 312,500.00 65.10 0 0 0.250 0.017 0.233
5047459 1-Jun-29 $ 305,000.00 74.39 0 0 0.250 0.017 0.233
5047465 1-Jun-29 $ 347,000.00 78.86 0 0 0.250 0.017 0.608
5047468 1-Jun-29 $ 316,350.00 66.60 0 0 0.250 0.017 0.233
5047474 1-Jun-29 $ 296,600.00 70.79 0 0 0.250 0.017 0.233
5047490 1-Jun-29 $ 343,000.00 65.96 0 0 0.250 0.017 0.608
5047515 1-Jun-29 $ 532,000.00 59.78 0 0 0.250 0.017 0.358
5047517 1-Jun-29 $ 330,000.00 67.35 0 0 0.250 0.017 0.733
5047542 1-Jun-29 $ 388,000.00 80.00 0 0 0.250 0.017 0.108
5047580 1-Jun-29 $ 331,000.00 56.10 0 0 0.250 0.017 0.358
5047699 1-Jun-29 $ 390,000.00 48.75 0 0 0.250 0.017 0.233
5047702 1-Jun-29 $ 307,000.00 60.79 0 0 0.250 0.017 0.358
5047716 1-Jun-29 $ 345,000.00 67.38 0 0 0.250 0.017 0.483
5047720 1-Jun-29 $ 75,600.00 70.00 0 0 0.250 0.017 0.858
5047737 1-Jun-29 $ 413,000.00 64.23 0 0 0.250 0.017 0.108
5047771 1-Jun-29 $ 471,000.00 72.46 0 0 0.250 0.017 0.233
5047801 1-Jun-29 $ 384,400.00 78.45 0 0 0.250 0.017 0.608
5047812 1-Jun-29 $ 355,000.00 72.45 0 0 0.250 0.017 0.483
5047828 1-Jun-29 $ 312,000.00 52.00 0 0 0.250 0.017 0.733
5047845 1-Jun-29 $ 380,000.00 39.38 0 0 0.250 0.017 0.608
5047850 1-May-29 $ 375,491.96 34.16 6 6 0.250 0.017 0.233
5047874 1-Jun-29 $ 420,000.00 76.36 0 0 0.250 0.017 0.233
5047891 1-Jun-29 $ 440,000.00 80.00 0 0 0.250 0.017 0.233
5047916 1-Jun-29 $ 320,000.00 74.42 0 0 0.250 0.017 0.233
5047951 1-Jun-29 $ 252,000.00 80.00 0 0 0.250 0.017 0.233
5047958 1-Jun-29 $ 581,000.00 77.47 0 0 0.250 0.017 0.358
5047984 1-Jun-29 $ 241,000.00 79.02 0 0 0.250 0.017 0.608
5048022 1-Jun-29 $ 247,000.00 79.42 0 0 0.250 0.017 0.233
5048026 1-Jun-29 $ 275,950.00 79.99 0 0 0.250 0.017 0.608
5049097 1-Jun-29 $ 250,000.00 86.81 0 0 33 0.250 0.017 0.858
5054590 1-Jun-29 $ 532,000.00 80.00 0 0 0.250 0.017 0.358
7623550 1-Apr-29 $ 299,391.12 94.64 2 2 11 0.250 0.017 0.608
$ 712,759,563.61 1
COUNT: 1981
WAC: 7.173711633
WAM: 358.0321408
WALTV: 71.29066849
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
NASCOR
NMI / 1999-18 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON-RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
- ----- --------------------------- ----- -------- -------- -------- ---------- -------- ----------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- -------- ----------------------------------------------------------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4836563 BROOKLYN NY 11215 COP 7.625 6.500 $ 1,953.51 360 1-Jun-28
4859300 FRESNO CA 93706 SFD 7.375 6.500 $ 2,434.64 360 1-Jun-28
4906133 ALTA WY 83422 SFD 7.625 6.500 $ 9,909.11 360 1-Sep-28
4944998 PEBBLE BEACH CA 93953 SFD 7.250 6.500 $ 11,453.74 360 1-Oct-28
4959907 DELUTH GA 30136 SFD 6.875 6.500 $ 3,270.84 339 1-Jun-26
4961205 RAMONA CA 92065 SFD 7.125 6.500 $ 1,684.30 360 1-Dec-28
4962689 KAILUA HI 96734 SFD 6.875 6.500 $ 2,622.45 360 1-Nov-28
4962792 INTERLAKEN ESTATES NJ 07712 SFD 7.375 6.500 $ 2,072.02 360 1-Dec-28
4962859 ALEXANDRIA VA 22314 SFD 7.375 6.500 $ 3,453.37 360 1-Nov-28
4963238 CHAPEL HILL NC 27514 SFD 7.500 6.500 $ 3,348.65 360 1-Dec-28
4963288 DISNEY OK 74340 SFD 7.000 6.500 $ 1,746.41 360 1-Dec-28
4963322 DOUGLAS MI 49406 SFD 7.375 6.500 $ 1,830.28 360 1-Nov-28
4963337 HENDERSON NV 89012 SFD 7.375 6.500 $ 1,933.89 360 1-Oct-28
4963362 NAPLES FL 34109 SFD 6.250 5.983 $ 1,970.29 360 1-Nov-28
4963395 SAN FRANCISCO CA 94114 LCO 7.125 6.500 $ 2,155.89 360 1-Dec-28
4967917 BROOKLINE MA 02446 SFD 7.250 6.500 $ 2,421.73 360 1-Jan-29
4972463 PEACHTREE CITY GA 30269 SFD 7.125 6.500 $ 2,019.35 334 1-Jul-26
4972529 BOYNTON BEACH FL 33436 LCO 7.750 6.500 $ 2,090.98 360 1-May-28
4972575 DELAND FL 32724 SFD 6.875 6.500 $ 1,863.35 306 1-Jun-24
4975828 LODI TOWNSHIP MI 48176 SFD 7.250 6.500 $ 1,903.96 360 1-Nov-28
4977055 BRUNSWICK GA 31520 SFD 7.250 6.500 $ 1,552.94 360 1-Sep-28
4981357 TIBURON CA 94920 SFD 7.500 6.500 $ 13,984.30 360 1-Jan-29
4981400 INDIAN WELLS CA 92210 SFD 7.625 6.500 $ 14,638.57 240 1-Aug-18
4984536 RANCHO MIRAGE CA 92270 LCO 7.375 6.500 $ 1,699.93 360 1-Jan-29
4984553 COLFAX CA 95736 SFD 7.500 6.500 $ 2,342.36 360 1-Feb-29
4984591 BENSENVILLE IL 60106 SFD 6.875 6.500 $ 2,380.71 360 1-Jan-29
4984596 INVERNESS IL 60010 SFD 7.750 6.500 $ 1,922.85 360 1-Jan-29
4987703 JACKSONVILLE FL 32224 SFD 7.375 6.500 $ 1,706.62 263 1-Aug-20
4988563 SAINT SIMONS ISLAND GA 31522 LCO 7.500 6.500 $ 1,957.80 360 1-May-28
4992024 BALL GROUND GA 30107 SFD 7.000 6.500 $ 2,744.37 360 1-Mar-29
4992193 DUNSTABLE MA 01827 SFD 7.000 6.500 $ 1,656.61 360 1-Jun-29
4992232 NASHVILLE TN 37221 SFD 7.000 6.500 $ 1,961.98 360 1-Feb-29
4992487 OCALA FL 34471 SFD 6.500 6.233 $ 1,580.17 360 1-Feb-29
4997486 PORT ST. LUCIE FL 34986 PUD 7.250 6.500 $ 2,038.20 355 1-Apr-28
4997682 TAMPA FL 33606 SFD 7.125 6.500 $ 3,114.00 341 1-Jul-27
4997693 ORMOND BEACH FL 32176 SFD 7.375 6.500 $ 2,748.70 277 1-Aug-21
4997699 BOCA RATON FL 33428 SFD 7.125 6.500 $ 2,004.99 360 1-Jan-29
4997707 JACKSONVILLE FL 32256 SFD 6.750 6.483 $ 3,587.89 316 1-Apr-25
4999192 BRIGHTON CO 80601 SFD 6.875 6.500 $ 1,944.51 360 1-Feb-29
4999421 PEPPER PIKE OH 44124 SFD 7.500 6.500 $ 2,072.48 360 1-May-29
5001135 MADISON AL 35758 SFD 7.250 6.500 $ 2,046.53 360 1-May-29
5001616 SOUTHERN SHORES NC 27949 SFD 7.000 6.500 $ 1,995.91 360 1-Oct-28
5001630 HERNDON VA 20171 SFD 6.875 6.500 $ 1,616.05 360 1-Mar-29
5001653 PORTLAND OR 97219 SFD 7.000 6.500 $ 1,783.02 360 1-Mar-29
5001829 MIDDLETOWN MD 21769 SFD 6.875 6.500 $ 1,786.85 360 1-Mar-29
5001834 BETHUSDA MD 20816 SFD 7.250 6.500 $ 2,135.22 360 1-Mar-29
5001841 HOPKINTON MA 01748 SFD 7.125 6.500 $ 3,503.34 360 1-Mar-29
5001873 CAMPBELL CA 95008 SFD 7.250 6.500 $ 1,841.88 360 1-Mar-29
5001879 PARKER CO 80134 SFD 7.125 6.500 $ 2,442.23 360 1-Oct-28
5001890 MCLEAN VA 22101 SFD 6.750 6.483 $ 1,699.33 360 1-Mar-29
5001919 BELLEVUE WA 98006 SFD 7.125 6.500 $ 1,960.53 360 1-Mar-29
5001922 MENLO PARK CA 94025 SFD 7.250 6.500 $ 2,967.47 360 1-Mar-29
5001926 HARRISBURG PA 17112 SFD 6.750 6.483 $ 2,852.22 360 1-Mar-29
5001929 MCLEAN VA 22102 SFD 7.125 6.500 $ 1,768.52 360 1-Mar-29
5001934 SCOTTSDALE AZ 85262 SFD 6.750 6.483 $ 3,236.51 360 1-Mar-29
5001948 SISTERS OR 97759 SFD 6.875 6.500 $ 2,759.11 360 1-Mar-29
5001949 WARRENTON VA 20187 SFD 7.125 6.500 $ 1,711.25 360 1-Mar-29
5001992 MARIETTA GA 30062 SFD 6.875 6.500 $ 2,259.84 360 1-Mar-29
5001998 ISSAQUAH WA 98029 SFD 7.000 6.500 $ 4,191.41 360 1-Feb-29
5002029 ATLANTA GA 30328 SFD 6.875 6.500 $ 1,631.82 360 1-Mar-29
5002047 EASTON MD 21601 SFD 7.250 6.500 $ 2,012.42 360 1-Mar-29
5002063 OAKTON VA 22124 SFD 6.875 6.500 $ 2,217.80 360 1-Mar-29
5002082 PORTLAND OR 97229 SFD 6.875 6.500 $ 3,192.68 360 1-Mar-29
5002088 BEND OR 97701 SFD 7.125 6.500 $ 3,200.17 360 1-Mar-29
5002102 JACKSON TN 38305 SFD 7.250 6.500 $ 2,088.01 360 1-Mar-29
5002106 EUGENE OR 97401 SFD 7.250 6.500 $ 2,501.88 360 1-Mar-29
5002107 PHOENIX AZ 85021 SFD 7.000 6.500 $ 4,018.43 360 1-Mar-29
5002112 VANCOUVER WA 98665 SFD 6.875 6.500 $ 1,773.71 360 1-Mar-29
5002124 GENEVA IL 60134 SFD 7.375 6.500 $ 1,756.39 360 1-Mar-29
5002129 SCOTTSDALE AZ 85259 SFD 6.875 6.500 $ 2,562.02 360 1-Mar-29
5002133 POTOMAC MD 20854 SFD 6.875 6.500 $ 3,898.88 360 1-Mar-29
5002140 MANASSAS VA 20112 SFD 7.000 6.500 $ 1,995.91 360 1-Mar-29
5002141 DUVALL WA 98019 SFD 6.875 6.500 $ 1,996.74 360 1-Mar-29
5002151 GREEN BROOK NJ 08812 SFD 7.000 6.500 $ 2,162.24 360 1-Mar-29
5002919 RENO NV 89509 SFD 7.000 6.500 $ 1,922.72 360 1-Mar-29
5002921 GAITHERSBURG MD 20878 SFD 6.875 6.500 $ 3,284.64 360 1-Mar-29
5002932 PORTLAND OR 97210 SFD 6.875 6.500 $ 2,496.33 360 1-Mar-29
5002943 LOS ALTOS CA 94022 SFD 7.250 6.500 $ 2,885.61 360 1-Mar-29
5002966 SAN FRANCISCO CA 94127 SFD 7.250 6.500 $ 2,435.37 360 1-Feb-29
5002974 SAN JOSE CA 95120 SFD 7.125 6.500 $ 2,742.04 360 1-Mar-29
5003053 LIBERTYVILLE IL 60048 SFD 7.000 6.500 $ 1,889.46 360 1-Feb-29
5003072 RIVER FOREST IL 60305 SFD 7.000 6.500 $ 2,320.58 360 1-Mar-29
5003085 ELDERSBURG MD 21784 SFD 7.125 6.500 $ 1,565.05 360 1-Mar-29
5003088 NEW LENOX IL 60451 SFD 7.250 6.500 $ 1,684.98 360 1-Mar-29
5003093 LOS ALTOS CA 94403 SFD 6.750 6.483 $ 2,107.95 360 1-Mar-29
5003105 NEWCASTLE WA 98058 SFD 7.000 6.500 $ 1,756.40 360 1-Mar-29
5003122 WAYNE IL 60184 SFD 6.875 6.500 $ 1,690.28 360 1-Feb-29
5003567 DALLAS TX 75252 SFD 7.500 6.500 $ 1,771.81 360 1-Mar-29
5003582 PLEASANTON CA 94588 SFD 7.000 6.500 $ 2,421.71 360 1-Mar-29
5003612 PLEASANTON CA 94588 SFD 6.875 6.500 $ 1,786.85 360 1-Mar-29
5003623 DREXEL HILL PA 19026 SFD 7.250 6.500 $ 1,903.27 360 1-Mar-29
5003706 PALO ALTO CA 94306 SFD 7.125 6.500 $ 2,053.50 360 1-Mar-29
5003738 WOODSTOCK MD 21163 SFD 7.125 6.500 $ 2,166.01 360 1-Mar-29
5003743 EL SOBRANTE CA 94803 SFD 6.625 6.358 $ 1,782.63 360 1-Mar-29
5003764 SALEM OR 97303 SFD 6.875 6.500 $ 2,575.17 360 1-Mar-29
5003778 CARLISLE MA 01741 SFD 7.250 6.500 $ 2,884.88 240 1-Mar-19
5003783 SANTA CLARA CA 95050 SFD 7.250 6.500 $ 2,087.46 360 1-Mar-29
5003784 APEX NC 27502 SFD 6.875 6.500 $ 1,796.05 360 1-Mar-29
5003787 FAIRFAX STATION VA 22039 SFD 7.125 6.500 $ 1,802.88 360 1-Mar-29
5003796 UNION CITY CA 94587 SFD 6.875 6.500 $ 1,997.06 360 1-Mar-29
5003798 PHOENIX AZ 85018 SFD 7.000 6.500 $ 3,129.59 360 1-Mar-29
5003800 FOLSOM CA 95630 SFD 7.375 6.500 $ 2,417.37 360 1-Mar-29
5003813 TUCSON AZ 85737 SFD 7.500 6.500 $ 2,640.93 360 1-Mar-29
5003819 POTOMAC MD 20854 SFD 6.875 6.500 $ 3,967.85 360 1-Nov-28
5003828 PORTLAND OR 97229 SFD 6.875 6.500 $ 2,029.13 360 1-Apr-29
5003833 SAN JOSE CA 95125 SFD 6.875 6.500 $ 2,627.72 360 1-Mar-29
5003854 EL DORADO HILLS CA 95762 SFD 6.875 6.500 $ 2,207.28 360 1-Feb-29
5003860 SPOKANE WA 99208 SFD 7.250 6.500 $ 1,886.22 360 1-Mar-29
5003886 FRANKLIN TN 37067 SFD 7.000 6.500 $ 1,969.30 360 1-Mar-29
5003901 PORTLAND OR 97266 SFD 6.875 6.500 $ 1,943.99 360 1-Mar-29
5003910 BELLEAIR FL 33756 SFD 7.125 6.500 $ 2,358.01 360 1-Mar-29
5003983 LORTON VA 22079 SFD 6.625 6.358 $ 1,654.89 360 1-Mar-29
5004366 GLENDALE CA 91208 SFD 7.500 6.500 $ 2,796.86 360 1-Jan-29
5004371 READING PA 19605 SFD 6.500 6.233 $ 670.00 360 1-Feb-29
5004385 MONTEREY CA 93940 SFD 7.375 6.500 $ 2,348.29 360 1-Feb-29
5004548 BABYLON NY 11702 SFD 7.000 6.500 $ 1,037.87 360 1-Mar-26
5004693 LOS ANGELES CA 90056 SFD 7.500 6.500 $ 2,007.62 287 1-Nov-22
5004762 TEMECULA CA 92592 SFD 7.375 6.500 $ 794.28 360 1-Feb-29
5005075 ROHNERT PARK CA 94928 SFD 7.250 6.500 $ 1,746.37 360 1-Oct-28
5005165 FAIRFAX VA 22033 SFD 6.750 6.483 $ 2,137.78 360 1-Feb-29
5005227 STANWOOD WA 98292 SFD 6.875 6.500 $ 2,200.72 360 1-Mar-29
5005280 HOUSTON TX 77070 SFD 7.750 6.500 $ 1,644.17 360 1-Dec-28
5005456 REDONDO BEACH CA 90278 SFD 7.125 6.500 $ 1,422.89 360 1-Mar-29
5005536 ROCKLAND DE 19732 SFD 7.125 6.500 $ 1,807.59 360 1-Mar-29
5005583 WESTWOOD MA 02090 SFD 7.125 6.500 $ 2,027.22 360 1-Mar-29
5005868 SUNNYVALE CA 94089 SFD 8.625 6.500 $ 2,800.04 360 1-Nov-27
5005986 ISSAQUAH WA 98029 SFD 7.125 6.500 $ 1,987.47 360 1-Oct-28
5006160 CAPE MAY NJ 08204 SFD 8.750 6.500 $ 2,021.82 360 1-Jul-28
5006731 BATON ROUGE LA 70810 SFD 6.875 6.500 $ 2,627.72 360 1-May-29
5007740 TAMPA FL 33629 SFD 7.250 6.500 $ 3,034.08 350 1-Apr-28
5007765 NASHVILLE TN 37215 SFD 6.500 6.233 $ 2,000.88 346 1-Oct-27
5007770 SAVANNAH GA 31405 SFD 7.125 6.500 $ 1,684.30 360 1-Oct-28
5008434 JACKSONVILLE FL 32225 SFD 7.500 6.500 $ 2,393.72 351 1-Dec-27
5008451 FORT LAUDERDALE FL 33301 SFD 7.000 6.500 $ 3,648.41 360 1-Feb-29
5008558 LOUDON TN 37774 SFD 6.875 6.500 $ 2,154.73 360 1-Mar-29
5009225 BRENTWOOD TN 37027 SFD 6.625 6.358 $ 2,829.20 350 1-Jan-28
5009372 EAST ELMHURST NY 11369 SFD 7.500 6.500 $ 929.41 264 1-Dec-20
5009587 NEW YORK NY 10010 COP 7.500 6.500 $ 996.38 360 1-Jan-29
5009619 MALONE NY 12953 SFD 8.125 6.500 $ 710.01 360 1-Feb-29
5009662 SCARSDALE NY 10583 SFD 7.375 6.500 $ 3,056.23 360 1-Mar-29
5010186 HOLLYWOOD FL 33019 SFD 7.625 6.500 $ 2,272.02 360 1-Mar-29
5011145 ATLANTA GA 30342 SFD 7.000 6.500 $ 2,054.45 360 1-Mar-29
5011191 OVIEDO FL 32765 SFD 6.750 6.483 $ 1,608.52 360 1-Apr-29
5011237 ATHENS GA 30607 SFD 7.000 6.500 $ 2,894.07 360 1-Mar-29
5011238 RALEIGH NC 27615 SFD 6.875 6.500 $ 1,839.40 360 1-Apr-29
5011257 ATLANTA GA 30328 SFD 7.125 6.500 $ 3,115.27 360 1-Dec-28
5011283 INDIAN SHORES FL 34635 HCO 7.750 6.500 $ 1,755.21 314 1-Jan-25
5011290 ATLANTA GA 30305 SFD 6.750 6.483 $ 2,432.24 360 1-Nov-28
5011298 ATLANTA GA 30309 SFD 6.750 6.483 $ 4,215.89 360 1-Nov-28
5023152 BOULDER CO 80301 SFD 6.750 6.483 $ 2,756.54 360 1-Feb-29
5023181 ENGLEWOOD CO 80110 SFD 7.250 6.500 $ 2,387.62 360 1-Mar-29
5023197 SAN RAFAEL CA 94901 SFD 7.125 6.500 $ 2,142.42 360 1-Apr-29
5023245 SANTA ROSA CA 95405 SFD 7.250 6.500 $ 1,084.66 360 1-Mar-29
5023255 ARCADIA CA 91007 SFD 7.250 6.500 $ 2,449.01 360 1-Mar-29
5023266 MIDDLETOWN OH 45044 SFD 6.875 6.500 $ 549.19 360 1-Apr-29
5023277 SNOWMASS VILLAGE CO 81615 SFD 7.000 6.500 $ 1,995.91 360 1-Mar-29
5023282 LEWISVILLE TX 75067 SFD 7.250 6.500 $ 741.53 360 1-Apr-29
5023283 SOUTH JORDAN UT 84095 SFD 7.375 6.500 $ 1,381.36 360 1-Mar-29
5023298 SAN MARINO CA 91108 SFD 7.750 6.500 $ 5,086.53 360 1-Mar-29
5023308 LAFAYETTE CO 80026 SFD 7.125 6.500 $ 1,765.14 360 1-Mar-29
5023319 BARRINGTON RI 02806 SFD 7.750 6.500 $ 1,045.96 360 1-Mar-29
5023323 PASADENA CA 91104 SFD 7.250 6.500 $ 1,773.66 360 1-Mar-29
5023331 GLENWOOD SPRINGS CO 81601 PUD 7.500 6.500 $ 3,496.07 360 1-Apr-29
5023332 SEAL BEACH CA 90743 SFD 7.000 6.500 $ 1,995.91 360 1-Mar-29
5023337 ENCINO CA 91316 SFD 7.250 6.500 $ 4,174.92 360 1-Apr-29
5023341 EDWARDS CO 81632 SFD 7.125 6.500 $ 2,273.80 360 1-Mar-29
5023348 BARRINGTON RI 02806 SFD 7.625 6.500 $ 1,058.15 360 1-Apr-29
5023351 SCOTTSDALE AZ 85259 SFD 7.500 6.500 $ 769.14 360 1-Apr-29
5023354 LAS VEGAS NV 89128 SFD 7.500 6.500 $ 524.42 360 1-Mar-29
5023358 ENCINITAS CA 92024 SFD 7.125 6.500 $ 2,189.59 360 1-Apr-29
5023362 BEAVERTON OR 97008 SFD 7.250 6.500 $ 1,893.72 360 1-Apr-29
5023375 DALLAS TX 75225 PUD 7.000 6.500 $ 2,120.65 360 1-Mar-29
5023385 SAN FRANCISCO CA 94110 SFD 7.625 6.500 $ 2,236.63 360 1-Mar-28
5023395 BEAVER CREEK CO 81620 LCO 7.875 6.500 $ 4,415.67 360 1-Apr-29
5023397 EUGENE OR 97405 SFD 7.125 6.500 $ 606.35 360 1-Mar-29
5023407 DANVILLE CA 94506 SFD 7.125 6.500 $ 1,077.95 360 1-Mar-29
5023409 SCOTTSDALE AZ 85253 SFD 7.625 6.500 $ 1,323.58 360 1-Apr-29
5023419 PHOENIX AZ 85027 SFD 7.375 6.500 $ 1,899.36 360 1-Mar-29
5023422 PORTLAND OR 97225 LCO 7.375 6.500 $ 531.82 360 1-Apr-29
5023427 PARK CITY UT 84060 SFD 7.500 6.500 $ 1,936.82 360 1-Jan-29
5023432 HOUSTON TX 77024 SFD 7.000 6.500 $ 1,790.99 360 1-Apr-29
5023440 SEATTLE WA 98115 SFD 6.625 6.358 $ 2,561.24 360 1-Feb-29
5023496 IRVINE CA 92612 LCO 7.250 6.500 $ 2,251.18 360 1-Apr-29
5023520 PRESCOTT AZ 86303 SFD 7.125 6.500 $ 2,270.44 360 1-Apr-29
5023532 SCOTTSDALE AZ 85255 PUD 7.375 6.500 $ 932.42 360 1-Apr-29
5023709 PALO ALTO CA 94306 SFD 7.375 6.500 $ 2,969.90 360 1-Mar-29
5023719 HOUSTON TX 77098 SFD 6.875 6.500 $ 2,920.71 360 1-Mar-29
5023729 ORANGE CA 92869 SFD 7.250 6.500 $ 2,796.92 360 1-Feb-29
5023736 AVON CO 81620 SFD 7.250 6.500 $ 1,875.98 360 1-Feb-29
5023744 SEABROOK TX 77586 SFD 7.125 6.500 $ 2,102.00 360 1-Feb-29
5023747 HALF MOON BAY CA 94019 SFD 7.000 6.500 $ 2,428.35 360 1-Feb-29
5023760 AVON CO 81620 SFD 7.500 6.500 $ 1,520.79 360 1-Mar-29
5023774 LAFUNA NIGUEL CA 92677 SFD 7.375 6.500 $ 2,632.85 360 1-Feb-29
5023782 MONTE SERENO CA 95030 PUD 7.000 6.500 $ 1,696.52 360 1-Mar-29
5023788 SURPRISE AZ 85374 SFD 7.250 6.500 $ 511.63 360 1-Oct-28
5023790 SOQUEL CA 95073 SFD 7.500 6.500 $ 2,796.86 360 1-Mar-29
5023796 MEDFORD OR 97504 SFD 7.125 6.500 $ 639.02 360 1-Feb-29
5023803 ARCADIA CA 91006 SFD 7.375 6.500 $ 2,762.70 360 1-Feb-29
5023804 ARCADIA CA 91007 SFD 7.375 6.500 $ 2,762.70 360 1-Feb-29
5023810 PORTLAND OR 97266 SFD 7.000 6.500 $ 3,233.37 360 1-Mar-29
5023813 EL CERRITO CA 94530 SFD 7.375 6.500 $ 2,614.90 360 1-Feb-29
5023826 EL CAJON CA 92020 SFD 7.000 6.500 $ 1,204.20 360 1-Feb-29
5023827 AURORA CO 80015 SFD 6.750 6.483 $ 1,186.93 360 1-Feb-29
5023828 TEMECULA CA 92592 SFD 7.000 6.500 $ 820.32 360 1-Mar-29
5023834 PORTLAND OR 97206 SFD 7.500 6.500 $ 540.85 360 1-Mar-29
5023839 VAIL CO 81657 LCO 7.000 6.500 $ 738.49 360 1-Mar-29
5023843 PHOENIX AZ 85253 SFD 7.125 6.500 $ 3,233.18 360 1-Mar-29
5023845 ROGUE RIVER OR 97537 SFD 7.250 6.500 $ 1,093.53 360 1-Mar-29
5023852 PARK CITY UT 84098 SFD 7.000 6.500 $ 838.29 360 1-Feb-29
5023853 CHARLOTTE NC 28211 SFD 7.250 6.500 $ 2,558.16 360 1-Feb-29
5023855 SANVILLE CA 94506 SFD 7.250 6.500 $ 2,723.93 360 1-Mar-29
5023868 PRINDA CA 94563 SFD 7.000 6.500 $ 4,324.47 360 1-Mar-29
5023872 SALT LAKE CITY UT 84108 SFD 7.000 6.500 $ 1,876.16 360 1-Feb-29
5023880 JAMUL CA 91935 PUD 7.500 6.500 $ 2,076.67 360 1-Aug-28
5023881 PAONIA CO 81428 SFD 7.500 6.500 $ 445.75 360 1-Mar-29
5023885 WILTON CT 06897 SFD 7.125 6.500 $ 3,705.45 360 1-Mar-29
5023888 ROGUE RIVER OR 97537 SFD 7.500 6.500 $ 656.56 360 1-Mar-29
5023894 BEND OR 97701 SFD 7.375 6.500 $ 3,626.04 360 1-Feb-29
5023896 MONUMENT CO 80132 SFD 7.250 6.500 $ 2,084.39 360 1-Feb-29
5023911 AVON CT 06001 SFD 7.375 6.500 $ 2,975.84 360 1-Mar-29
5023913 ENCINITAS CA 92024 SFD 6.875 6.500 $ 1,724.44 360 1-Mar-29
5023918 ORINDA CA 94563 SFD 7.375 6.500 $ 6,423.28 360 1-Mar-29
5023920 GRESHAM OR 97080 SFD 7.500 6.500 $ 2,447.25 360 1-Feb-29
5023928 BOULDER CO 80304 SFD 7.000 6.500 $ 1,763.05 360 1-Feb-29
5023929 FREMONT CA 94536 SFD 7.500 6.500 $ 1,838.93 360 1-Oct-28
5023935 ARCADIA CA 91006 SFD 7.000 6.500 $ 2,049.13 360 1-Feb-29
5023938 SCOTTSDALE AZ 85255 SFD 7.125 6.500 $ 3,072.16 360 1-Feb-29
5023941 LOS GATOS CA 95030 SFD 7.875 6.500 $ 6,199.34 360 1-Feb-29
5023942 SUMNER WA 99390 SFD 7.000 6.500 $ 1,763.05 360 1-Feb-29
5023946 TAHOMA CA 96142 SFD 7.250 6.500 $ 1,937.38 360 1-Feb-29
5023951 MORAGA CA 94556 SFD 7.000 6.500 $ 1,916.07 360 1-Nov-28
5023955 ENCINO CA 91436 SFD 7.000 6.500 $ 3,393.04 360 1-Feb-29
5023966 SHERMAN CT 06784 SFD 7.375 6.500 $ 1,484.95 360 1-Feb-29
5023972 PHEONIX AZ 85048 SFD 7.625 6.500 $ 1,544.41 360 1-Mar-29
5023995 BELLAIRE TX 77401 SFD 7.375 6.500 $ 2,900.84 360 1-Apr-29
5024008 SOUTH WELLFLEET MA 02663 SFD 7.750 6.500 $ 1,024.47 360 1-Mar-29
5024010 ESCONDIDO CA 92025 SFD 7.625 6.500 $ 2,172.93 360 1-Apr-29
5024024 MONTGOMERY TX 77356 SFD 7.000 6.500 $ 2,262.03 360 1-Feb-29
5024026 DEL MAR CA 92014 SFD 7.250 6.500 $ 2,718.47 360 1-Apr-29
5024057 ANAHEIM CA 90620 SFD 7.375 6.500 $ 1,978.78 360 1-Mar-29
5024067 TELLURIDE CO 81435 SFD 7.000 6.500 $ 2,494.88 360 1-Mar-29
5024078 MONTGOMERY TX 77356 SFD 7.000 6.500 $ 3,637.38 360 1-Apr-29
5024085 EDWARDS CO 81632 SFD 7.250 6.500 $ 1,816.29 360 1-Apr-29
5024093 BORING OR 97009 SFD 7.125 6.500 $ 2,176.11 360 1-Mar-29
5024103 YARDLEY PA 19067 SFD 7.125 6.500 $ 1,819.04 360 1-Feb-29
5024114 KINGWOOD TX 77345 SFD 7.125 6.500 $ 2,021.16 360 1-Jan-29
5024180 DURANGO CO 81301 SFD 7.250 6.500 $ 2,694.60 360 1-Feb-29
5024207 MESA AZ 85215 SFD 7.125 6.500 $ 1,795.47 360 1-Feb-29
5024286 PARADISE VALLEY AZ 85253 SFD 7.000 6.500 $ 2,427.03 360 1-Mar-29
5024308 SAN DIEGO CA 92131 SFD 7.375 6.500 $ 1,886.58 360 1-Feb-29
5024340 PARK CITY UT 84098 SFD 7.375 6.500 $ 2,268.87 360 1-Feb-29
5024345 PARADISE AZ 85253 SFD 7.500 6.500 $ 1,908.86 360 1-Apr-29
5024360 MEDFORD OR 97501 SFD 7.125 6.500 $ 673.72 360 1-Apr-29
5024378 HOUSTON TX 77005 SFD 7.250 6.500 $ 1,726.59 360 1-Feb-29
5024379 SANTA ROSA CA 95404 SFD 7.250 6.500 $ 4,140.81 360 1-Mar-29
5024386 GILBERT AZ 85296 SFD 6.875 6.500 $ 984.08 360 1-Feb-29
5024400 PORTLAND OR 97229 SFD 7.500 6.500 $ 2,489.20 360 1-Feb-29
5024404 FOSTER CITY CA 94404 SFD 7.250 6.500 $ 3,042.51 360 1-Mar-29
5024412 DRAPER UT 84020 SFD 7.250 6.500 $ 1,738.19 360 1-Feb-29
5024420 SAN DIEGO CA 92129 SFD 7.125 6.500 $ 1,179.01 360 1-Mar-29
5024429 SANDY UT 84093 SFD 7.500 6.500 $ 1,475.35 360 1-Feb-29
5024440 PHOENIX AZ 85020 SFD 7.250 6.500 $ 4,433.81 360 1-Mar-29
5024443 BRENTWOOD TN 37027 SFD 7.500 6.500 $ 1,713.08 360 1-Apr-29
5024450 JUPITER FL 33477 SFD 7.250 6.500 $ 3,121.92 360 1-Feb-29
5024451 SHERMAN OAKS CA 91423 SFD 7.625 6.500 $ 2,505.59 360 1-Apr-29
5024467 PARK CITY UT 84060 SFD 7.125 6.500 $ 2,374.86 360 1-Jan-29
5024486 SALMON ID 83467 SFD 7.625 6.500 $ 884.74 360 1-Apr-29
5024503 SUNRIVER OR 97707 LCO 7.625 6.500 $ 517.40 360 1-Apr-29
5024508 SCOTTSDALE AZ 85260 PUD 7.250 6.500 $ 750.40 360 1-Apr-29
5024513 KALISPELL MT 59901 SFD 7.375 6.500 $ 668.57 360 1-Apr-29
5024521 HAILEY ID 83333 SFD 7.250 6.500 $ 1,262.03 360 1-Feb-29
5024522 MINTURN CO 81645 SFD 7.250 6.500 $ 750.40 360 1-Feb-29
5024530 PORTLAND OR 97201 SFD 7.250 6.500 $ 3,069.79 360 1-Feb-29
5024542 PROVO UT 84604 SFD 7.000 6.500 $ 2,075.75 360 1-Feb-29
5024543 PALO ALTO CA 94303 SFD 7.250 6.500 $ 3,670.11 360 1-Mar-29
5024554 KEYSTONE CO 80435 HCO 7.875 6.500 $ 1,722.76 360 1-Feb-29
5024556 SAN DIEGO CA 92111 SFD 7.250 6.500 $ 1,398.46 360 1-Feb-29
5024562 EDGARTOWN MA 02539 SFD 7.625 6.500 $ 1,592.54 360 1-Mar-29
5024563 GLENDALE AZ 85308 PUD 7.375 6.500 $ 3,080.41 360 1-Feb-29
5024847 HOUSTON TX 77098 SFD 7.000 6.500 $ 2,235.42 360 1-Mar-29
5025111 POWDER SPRINGS GA 30127 SFD 7.000 6.500 $ 2,281.99 360 1-Nov-28
5025166 CHULUOTA FL 32766 SFD 7.000 6.500 $ 2,478.25 360 1-Mar-29
5025185 SARASOTA FL 34233 SFD 7.000 6.500 $ 1,875.40 352 1-Feb-28
5025334 CARY NC 27511 SFD 7.125 6.500 $ 1,832.52 360 1-Apr-29
5025352 CHAMBLEE GA 30341 SFD 7.500 6.500 $ 2,058.49 360 1-Mar-29
5025508 FRANKLIN TN 37069 SFD 7.000 6.500 $ 3,619.98 351 1-Apr-28
5025514 HENDERSON TN 37075 SFD 7.125 6.500 $ 2,658.83 360 1-Mar-29
5026228 SAN DIEGO CA 92109 MF2 7.375 6.500 $ 2,762.71 360 1-Jan-28
5026357 DANVILLE KY 40422 SFD 7.000 6.500 $ 2,395.09 360 1-Apr-29
5026394 BETHANY CT 06524 SFD 6.625 6.358 $ 1,602.06 360 1-Apr-29
5026436 RIDGEFIELD CT 06877 SFD 7.250 6.500 $ 1,760.02 360 1-Apr-29
5026450 LAUDERDALE FL 33304 SFD 7.250 6.500 $ 3,410.88 360 1-Jul-28
5026476 EASTON CT 06612 SFD 7.250 6.500 $ 2,067.00 360 1-Apr-29
5026486 WESTFORD MA 01886 SFD 7.250 6.500 $ 2,117.48 360 1-Mar-29
5026498 GROSSE POINTE SHORES MI 48236 SFD 7.250 6.500 $ 3,410.89 360 1-Mar-29
5026524 ORLANDO FL 32836 SFD 6.750 6.483 $ 3,242.99 360 1-Jan-29
5026532 OCEANSIDE CA 92056 SFD 6.750 6.483 $ 1,965.25 360 1-Apr-29
5026552 KNOXVILLE TN 37922 SFD 6.875 6.500 $ 1,735.00 360 1-Dec-27
5026561 LAWRENCE NY 11559 SFD 7.125 6.500 $ 2,358.02 360 1-Apr-29
5026589 FAIRFIELD CT 06430 SFD 6.750 6.483 $ 1,809.59 360 1-Apr-29
5026600 LIBERTYVILLE IL 60048 SFD 7.250 6.500 $ 2,046.53 360 1-Mar-29
5026604 LITTLE ROCK AR 72207 SFD 7.250 6.500 $ 3,581.43 360 1-Apr-29
5026617 LAKE FOREST IL 60045 SFD 7.125 6.500 $ 2,570.24 360 1-Apr-29
5026630 MONROE LA 71201 SFD 6.875 6.500 $ 1,708.01 360 1-Apr-29
5026642 CARLSBAD CA 92009 SFD 7.250 6.500 $ 2,063.59 360 1-Mar-29
5026647 SCOTTSDALE AZ 85262 SFD 7.625 6.500 $ 2,043.75 360 1-Apr-29
5026651 STAMFORD CT 06905 SFD 7.125 6.500 $ 1,819.04 360 1-Mar-29
5026671 WILTON CT 06897 SFD 7.125 6.500 $ 2,019.68 240 1-Apr-19
5026690 WESTPORT CT 06880 SFD 7.375 6.500 $ 2,103.11 360 1-Apr-29
5026707 SUNNYVALE CA 94087 SFD 7.375 6.500 $ 2,232.27 360 1-Apr-29
5026911 FOND DU LAC WI 54935 SFD 6.750 6.483 $ 2,417.96 240 1-Mar-19
5026972 YOUNGSVILLE LA 70592 SFD 7.000 6.500 $ 2,794.28 360 1-Jan-29
5027023 LONGMONT CO 80501 SFD 7.125 6.500 $ 1,846.53 360 1-Apr-29
5027030 DUBLIN CA 94568 SFD 6.875 6.500 $ 2,548.88 360 1-Apr-29
5027036 LOS ANGELES CA 91326 SFD 7.250 6.500 $ 2,035.27 360 1-Apr-29
5027045 RANCHO SANTA MARGARIT CA 92688 SFD 7.625 6.500 $ 2,123.38 360 1-Apr-29
5027058 TINLEY PARK IL 60477 SFD 7.500 6.500 $ 1,877.39 360 1-Apr-29
5027068 MORGANTOWN WV 26508 SFD 7.250 6.500 $ 1,889.63 360 1-Mar-29
5027097 SAN DIEGO CA 92110 SFD 7.500 6.500 $ 1,756.78 360 1-Apr-29
5027102 MARIETTA GA 30067 SFD 6.875 6.500 $ 2,049.62 360 1-Mar-29
5027108 OKLAHOMA CITY OK 73131 SFD 6.875 6.500 $ 1,666.30 360 1-Mar-29
5027121 SHEBOYGAN FALLS WI 53085 SFD 7.250 6.500 $ 1,773.66 360 1-Nov-28
5027147 ST LOUIS MO 63105 SFD 6.875 6.500 $ 2,149.80 360 1-Mar-29
5027155 MONTGOMERY AL 36111 SFD 7.000 6.500 $ 2,198.16 360 1-Apr-29
5027160 HERNDON VA 20171 SFD 7.000 6.500 $ 1,993.92 360 1-Mar-29
5027170 PROSPECT HEIGHTS IL 60070 SFD 7.125 6.500 $ 2,506.24 360 1-Apr-29
5027186 PEACHTREE CITY GA 30269 SFD 7.000 6.500 $ 1,696.53 360 1-Mar-29
5027210 SIMONS ISLAND GA 31522 PUD 7.000 6.500 $ 2,661.22 360 1-Mar-29
5027218 SIMI VALLEY CA 93065 SFD 7.000 6.500 $ 2,112.34 360 1-Mar-29
5027231 WESTPORT CT 06880 SFD 6.750 6.483 $ 1,751.22 360 1-Apr-29
5027236 RICHMOND VA 23233 SFD 6.750 6.483 $ 1,969.14 360 1-Apr-29
5027282 MADISONVILLE LA 70447 SFD 6.625 6.358 $ 2,081.02 360 1-Apr-29
5027320 SAN DIEGO CA 92131 SFD 7.375 6.500 $ 2,583.13 360 1-Apr-29
5027326 WHEATON IL 60187 SFD 7.125 6.500 $ 1,920.10 360 1-Apr-29
5027329 BELLAIRE MI 49615 SFD 7.500 6.500 $ 2,020.73 360 1-Feb-29
5027344 AMELIA ISLAND FL 32034 SFD 6.875 6.500 $ 2,207.28 360 1-Apr-29
5027394 PHOENIX AZ 85016 SFD 7.250 6.500 $ 2,204.30 348 1-Mar-28
5027399 YORBA LINDA CA 92887 SFD 6.875 6.500 $ 2,824.79 360 1-Apr-29
5027402 WHITE HALL MD 21161 SFD 7.250 6.500 $ 1,982.40 360 1-Apr-29
5027406 OWENSBORO KY 42303 SFD 7.125 6.500 $ 2,627.51 360 1-Mar-29
5027422 FORT WORTH TX 76109 SFD 7.125 6.500 $ 2,236.75 360 1-Apr-29
5027423 PHOENIX AZ 85045 SFD 7.250 6.500 $ 1,893.72 360 1-Mar-29
5027490 EAST SETAUKEY NY 11733 SFD 7.250 6.500 $ 1,742.96 360 1-Feb-29
5027498 PHOENIX MD 21131 SFD 7.250 6.500 $ 1,991.95 360 1-Mar-29
5027522 JERICHO NY 11753 SFD 7.750 6.500 $ 1,869.84 360 1-Apr-29
5027548 WAYNESBORO VA 22980 SFD 7.250 6.500 $ 3,983.50 240 1-Mar-19
5027549 VISTA CA 92084 SFD 7.000 6.500 $ 1,696.53 360 1-Apr-29
5027611 SCOTTS VALLEY CA 95066 SFD 6.875 6.500 $ 2,154.40 360 1-Nov-28
5027648 LEXINGTON KY 40502 SFD 7.500 6.500 $ 3,146.47 360 1-Feb-29
5027650 TELLURIDE CO 81435 SFD 7.500 6.500 $ 2,237.49 360 1-Mar-29
5027657 SAN ANTONIO TX 78261 SFD 6.875 6.500 $ 1,937.95 360 1-Mar-29
5027658 ESCONDIDO CA 92025 SFD 7.000 6.500 $ 1,969.30 360 1-Mar-29
5027662 DAYTON OH 45409 SFD 7.375 6.500 $ 2,016.78 360 1-Apr-29
5027681 PINEHURST NC 28374 SFD 7.250 6.500 $ 4,720.66 360 1-May-29
5027688 POWELL OH 43065 SFD 6.750 6.483 $ 3,784.57 360 1-Mar-29
5027703 PALO ALTO CA 94306 SFD 7.250 6.500 $ 2,619.56 360 1-Apr-29
5027717 SALT LAKE CITY UT 84108 SFD 7.000 6.500 $ 1,896.11 360 1-Mar-29
5027731 WELLESLEY MA 02481 SFD 7.375 6.500 $ 2,175.63 360 1-Apr-29
5027736 COLORADO SPRINGS CO 80906 SFD 7.000 6.500 $ 2,854.81 360 1-Jan-29
5027741 PHOENIX AZ 85018 SFD 7.000 6.500 $ 2,914.03 360 1-Mar-29
5027759 PROVIDENCE RI 02906 SFD 6.750 6.483 $ 1,777.16 360 1-Apr-29
5027800 PHOENIX AZ 85028 SFD 7.125 6.500 $ 2,856.57 360 1-Mar-29
5027801 LEESBURG VA 20176 SFD 7.375 6.500 $ 2,414.26 360 1-Mar-29
5027803 LITTLETON CO 80127 SFD 7.250 6.500 $ 2,011.06 360 1-Apr-29
5027804 WESTERN SPRINGS IL 60558 SFD 7.125 6.500 $ 2,576.98 360 1-Mar-29
5027812 MONKTON MD 21111 SFD 7.500 6.500 $ 3,496.08 360 1-Apr-29
5027818 HARBOR SPRINGS MI 49740 SFD 7.625 6.500 $ 2,123.38 360 1-Apr-29
5027823 ST LOUIS MO 63127 SFD 7.125 6.500 $ 2,903.74 360 1-Apr-29
5027829 SAINT JOSEPH MO 64505 SFD 7.125 6.500 $ 1,869.57 360 1-Apr-29
5027837 NEWTON MA 02166 SFD 7.250 6.500 $ 3,912.29 360 1-Mar-29
5027850 LA VERNE CA 91750 SFD 6.875 6.500 $ 1,966.52 360 1-Apr-29
5027868 LAKEWOOD CO 80226 SFD 6.750 6.483 $ 2,659.25 360 1-Apr-29
5027871 AUSTIN TX 78743 SFD 7.000 6.500 $ 2,152.26 360 1-Apr-29
5027873 MARIETTA OH 45750 SFD 7.250 6.500 $ 1,719.09 360 1-Apr-29
5028868 BIRMINGHAM AL 35223 SFD 7.250 6.500 $ 3,432.71 360 1-Apr-29
5032693 PROVIDENCE RI 02906 SFD 6.750 6.483 $ 3,242.99 360 1-Apr-29
5032705 ORLANDO FL 32836 SFD 7.375 6.500 $ 2,151.29 337 1-Mar-27
5032729 ALEXANDRIA VA 22314 SFD 6.875 6.500 $ 2,102.18 360 1-Nov-28
5032732 KENNESAW GA 30144 SFD 6.500 6.233 $ 3,099.66 360 1-Nov-28
5032749 LEXINGTON KY 40515 SFD 6.875 6.500 $ 2,364.94 360 1-Mar-29
5032765 MARIETTA GA 30068 SFD 6.750 6.483 $ 3,924.96 356 1-Jul-28
5032783 SAN MARTIN CA 95046 SFD 7.125 6.500 $ 2,587.08 360 1-Apr-29
5032788 MURFREESBORO TN 37127 SFD 6.750 6.483 $ 1,759.00 360 1-Mar-29
5032807 WINTER HAVEN FL 33881 SFD 7.375 6.500 $ 1,838.84 290 1-Dec-22
5032835 ATLANTA GA 30307 SFD 7.000 6.500 $ 1,759.01 360 1-Feb-29
5033776 ACWORTH GA 30101 PUD 7.000 6.500 $ 1,862.85 360 1-Apr-29
5033805 ST PETERSBURG FL 33703 SFD 7.375 6.500 $ 1,917.47 348 1-Apr-28
5033827 BRADENTON FL 34202 SFD 7.000 6.500 $ 1,726.86 351 1-Jul-28
5033835 SAVANNAH GA 31411 SFD 6.875 6.500 $ 2,410.93 360 1-Apr-29
5033841 BIRMINGHAM AL 35223 SFD 7.250 6.500 $ 2,319.40 360 1-Feb-29
5033883 PACE FL 32571 SFD 7.125 6.500 $ 1,697.77 360 1-Mar-29
5033903 DAVIE FL 33328 PUD 7.500 6.500 $ 1,656.94 354 1-Jun-28
5034499 FLOWERY BRANCH GA 30542 SFD 6.875 6.500 $ 1,760.57 360 1-Mar-29
5034514 ATHENS GA 30606 SFD 7.250 6.500 $ 1,981.04 360 1-Apr-29
5034534 MIAMI FL 33133 SFD 7.125 6.500 $ 2,122.21 360 1-Apr-29
5034645 ATLANTA GA 30309 SFD 7.125 6.500 $ 3,732.67 317 1-Jan-25
5034666 CORAL GABLES FL 33134 SFD 7.250 6.500 $ 1,719.08 360 1-Mar-29
5034805 LIGHTHOUSE POINT FL 33064 SFD 7.250 6.500 $ 2,139.30 360 1-May-29
5036921 CHARLOTTE NC 28226 SFD 7.000 6.500 $ 1,995.24 360 1-Apr-29
</TABLE>
<TABLE>
NASCOR
NMI / 1999-18 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON-RELOCATION LOANS
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xIv) (xv) (xvI)
- ----- -------------- ------ --------- ---------- -------- ----------- ------------------
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAIN
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- -------------- ------ --------- ---------- -------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4836563 $ 273,517.30 80.00 0.250 0.017 0.858
4859300 $ 349,041.50 61.30 0.250 0.017 0.608
4906133 $ 1,386,997.70 65.12 0.250 0.017 0.858
4944998 $ 1,660,826.89 69.96 0.250 0.017 0.483
4959907 $ 481,228.14 78.17 0.250 0.017 0.108
4961205 $ 248,314.21 69.44 0.250 0.017 0.358
4962689 $ 396,811.70 80.00 0.250 0.017 0.108
4962792 $ 298,372.35 68.18 0.250 0.017 0.608
4962859 $ 497,287.23 99.01 0.250 0.017 0.608
4963238 $ 476,749.97 99.98 0.250 0.017 0.733
4963288 $ 261,190.06 100.00 0.250 0.017 0.233
4963322 $ 263,562.28 88.33 0.250 0.017 0.608
4963337 $ 278,258.44 98.25 0.250 0.017 0.608
4963362 $ 317,841.15 86.49 0.250 0.017 0.000
4963395 $ 317,524.97 100.00 0.250 0.017 0.358
4967917 $ 353,531.54 73.20 0.250 0.017 0.483
4972463 $ 289,206.65 72.42 0.250 0.017 0.358
4972529 $ 289,077.01 81.07 0.250 0.017 0.983
4972575 $ 266,640.44 53.51 0.250 0.017 0.108
4975828 $ 277,547.98 90.62 06 0.250 0.017 0.483
4977055 $ 226,006.80 68.98 0.250 0.017 0.483
4981357 $ 1,992,485.15 57.14 0.250 0.017 0.733
4981400 $ 1,767,058.10 45.00 0.250 0.017 0.858
4984536 $ 245,178.02 98.45 0.250 0.017 0.608
4984553 $ 333,996.20 100.00 0.250 0.017 0.733
4984591 $ 360,739.76 80.00 0.250 0.017 0.108
4984596 $ 267,440.52 80.00 0.250 0.017 0.983
4987703 $ 219,117.29 64.24 0.250 0.017 0.608
4988563 $ 277,194.93 80.00 0.250 0.017 0.733
4992024 $ 411,479.71 75.00 0.250 0.017 0.233
4992193 $ 249,000.00 65.01 0.250 0.017 0.233
4992232 $ 293,818.96 73.73 0.250 0.017 0.233
4992487 $ 248,822.51 78.90 0.250 0.017 0.000
4997486 $ 295,385.22 80.00 0.250 0.017 0.483
4997682 $ 453,130.71 79.79 0.250 0.017 0.358
4997693 $ 359,598.45 53.72 0.250 0.017 0.608
4997699 $ 296,395.85 79.98 0.250 0.017 0.358
4997707 $ 525,587.91 55.73 0.250 0.017 0.000
4999192 $ 294,883.28 80.00 0.250 0.017 0.108
4999421 $ 296,180.02 87.18 11 0.250 0.017 0.733
5001135 $ 299,765.97 74.07 0.250 0.017 0.483
5001616 $ 297,991.53 72.29 0.250 0.017 0.233
5001630 $ 245,376.42 80.00 0.250 0.017 0.108
5001653 $ 267,337.08 63.06 0.250 0.017 0.233
5001829 $ 271,310.51 80.00 0.250 0.017 0.108
5001834 $ 312,263.03 79.24 0.250 0.017 0.483
5001841 $ 516,570.55 77.61 0.250 0.017 0.358
5001873 $ 269,364.29 72.97 0.250 0.017 0.483
5001879 $ 360,132.13 80.00 0.250 0.017 0.358
5001890 $ 261,319.45 69.68 0.250 0.017 0.000
5001919 $ 290,297.69 70.46 0.250 0.017 0.358
5001922 $ 433,975.80 55.41 0.250 0.017 0.483
5001926 $ 438,559.39 66.13 0.250 0.017 0.000
5001929 $ 261,866.47 70.00 0.250 0.017 0.358
5001934 $ 497,300.45 78.79 0.250 0.017 0.000
5001948 $ 418,935.35 80.00 0.250 0.017 0.108
5001949 $ 253,286.42 84.67 06 0.250 0.017 0.358
5001992 $ 343,128.00 68.80 0.250 0.017 0.108
5001998 $ 627,916.22 57.27 0.250 0.017 0.233
5002029 $ 247,770.33 94.99 06 0.250 0.017 0.108
5002047 $ 294,305.43 56.08 0.250 0.017 0.483
5002063 $ 336,744.22 80.00 0.250 0.017 0.108
5002082 $ 484,352.24 75.94 0.250 0.017 0.108
5002088 $ 473,853.65 74.80 0.250 0.017 0.358
5002102 $ 305,359.33 61.83 0.250 0.017 0.483
5002106 $ 365,079.20 58.21 0.250 0.017 0.483
5002107 $ 600,797.79 73.21 0.250 0.017 0.233
5002112 $ 269,315.60 73.57 0.250 0.017 0.108
5002124 $ 253,715.92 94.40 12 0.250 0.017 0.608
5002129 $ 389,011.43 72.22 0.250 0.017 0.108
5002133 $ 591,995.55 61.82 0.250 0.017 0.108
5002140 $ 299,257.96 84.03 06 0.250 0.017 0.233
5002141 $ 303,179.53 80.00 0.250 0.017 0.108
5002151 $ 324,196.11 73.86 0.250 0.017 0.233
5002919 $ 288,285.18 74.29 0.250 0.017 0.233
5002921 $ 498,732.59 42.74 0.250 0.017 0.108
5002932 $ 378,827.64 51.91 0.250 0.017 0.108
5002943 $ 422,004.06 68.78 0.250 0.017 0.483
5002966 $ 355,875.88 74.84 0.250 0.017 0.483
5002974 $ 405,239.27 67.83 0.250 0.017 0.358
5003053 $ 283,060.65 94.98 12 0.250 0.017 0.233
5003072 $ 347,937.25 80.00 0.250 0.017 0.233
5003085 $ 231,523.78 79.98 0.250 0.017 0.358
5003088 $ 245,912.38 83.73 06 0.250 0.017 0.483
5003093 $ 324,155.80 42.29 0.250 0.017 0.000
5003105 $ 263,336.89 80.00 0.250 0.017 0.233
5003122 $ 256,427.88 88.72 0.250 0.017 0.108
5003567 $ 252,832.28 75.64 0.250 0.017 0.733
5003582 $ 363,099.63 80.00 0.250 0.017 0.233
5003612 $ 271,310.51 79.77 0.250 0.017 0.108
5003623 $ 278,343.09 90.00 01 0.250 0.017 0.483
5003706 $ 304,064.40 80.00 0.250 0.017 0.358
5003738 $ 319,867.95 76.73 0.250 0.017 0.358
5003743 $ 277,659.03 80.00 0.250 0.017 0.000
5003764 $ 391,006.32 80.00 0.250 0.017 0.108
5003778 $ 362,948.64 67.59 0.250 0.017 0.483
5003783 $ 305,279.54 53.22 0.250 0.017 0.483
5003784 $ 272,706.95 89.71 06 0.250 0.017 0.108
5003787 $ 266,954.17 66.90 0.250 0.017 0.358
5003796 $ 303,027.71 80.00 0.250 0.017 0.108
5003798 $ 469,236.47 66.25 0.250 0.017 0.233
5003800 $ 349,196.09 63.64 0.250 0.017 0.608
5003813 $ 376,853.82 89.99 06 0.250 0.017 0.733
5003819 $ 600,386.34 72.34 0.250 0.017 0.108
5003828 $ 308,359.51 82.37 0.250 0.017 0.108
5003833 $ 398,784.34 72.99 0.250 0.017 0.108
5003854 $ 334,861.14 80.00 0.250 0.017 0.108
5003860 $ 275,754.11 77.89 0.250 0.017 0.483
5003886 $ 295,267.85 79.96 0.250 0.017 0.233
5003901 $ 295,036.42 80.00 0.250 0.017 0.108
5003910 $ 349,155.35 49.30 0.250 0.017 0.358
5003983 $ 257,762.12 79.99 0.250 0.017 0.000
5004366 $ 398,497.03 75.47 0.250 0.017 0.733
5004371 $ 105,613.55 100.00 0.250 0.017 0.000
5004385 $ 338,955.58 76.40 0.250 0.017 0.608
5004548 $ 139,519.51 100.00 0.250 0.017 0.233
5004693 $ 265,443.41 100.00 0.250 0.017 0.733
5004762 $ 114,646.72 96.23 0.250 0.017 0.608
5005075 $ 254,114.44 80.00 0.250 0.017 0.483
5005165 $ 328,201.02 80.00 0.250 0.017 0.000
5005227 $ 334,150.84 74.44 0.250 0.017 0.108
5005280 $ 228,512.28 90.00 06 0.250 0.017 0.983
5005456 $ 210,690.32 80.00 0.250 0.017 0.358
5005536 $ 267,652.50 70.61 0.250 0.017 0.358
5005583 $ 300,173.83 77.15 0.250 0.017 0.358
5005868 $ 355,689.56 90.00 06 0.250 0.017 1.858
5005986 $ 291,853.74 55.69 0.250 0.017 0.358
5006160 $ 254,670.92 79.81 0.250 0.017 1.983
5006731 $ 399,663.95 62.99 0.250 0.017 0.108
5007740 $ 439,712.60 80.00 0.250 0.017 0.483
5007765 $ 310,532.75 28.40 0.250 0.017 0.000
5007770 $ 248,366.97 62.50 0.250 0.017 0.358
5008434 $ 337,520.17 62.26 0.250 0.017 0.733
5008451 $ 546,570.19 66.47 0.250 0.017 0.233
5008558 $ 327,168.57 59.64 0.250 0.017 0.108
5009225 $ 434,917.37 76.15 0.250 0.017 0.000
5009372 $ 118,906.51 58.54 0.250 0.017 0.733
5009587 $ 141,957.22 71.25 0.250 0.017 0.733
5009619 $ 95,372.25 75.00 0.250 0.017 1.358
5009662 $ 441,483.68 75.00 0.250 0.017 0.608
5010186 $ 320,298.57 89.78 06 0.250 0.017 0.858
5011145 $ 308,036.21 80.00 0.250 0.017 0.233
5011191 $ 247,571.76 80.00 0.250 0.017 0.000
5011237 $ 433,924.04 51.18 0.250 0.017 0.233
5011238 $ 279,528.19 68.80 0.250 0.017 0.108
5011257 $ 460,148.18 80.00 0.250 0.017 0.358
5011283 $ 234,112.88 62.05 0.250 0.017 0.983
5011290 $ 372,701.45 31.25 0.250 0.017 0.000
5011298 $ 646,015.78 65.00 0.250 0.017 0.000
5023152 $ 423,523.96 38.64 0.250 0.017 0.000
5023181 $ 349,175.92 70.00 0.250 0.017 0.483
5023197 $ 317,489.91 62.97 0.250 0.017 0.358
5023245 $ 158,625.65 70.04 0.250 0.017 0.483
5023255 $ 358,154.76 55.66 0.250 0.017 0.483
5023266 $ 83,408.04 48.32 0.250 0.017 0.108
5023277 $ 299,257.96 37.50 0.250 0.017 0.233
5023282 $ 108,529.89 74.97 0.250 0.017 0.483
5023283 $ 199,540.64 47.62 0.250 0.017 0.608
5023298 $ 708,486.93 67.62 0.250 0.017 0.983
5023308 $ 261,367.72 65.50 0.250 0.017 0.358
5023319 $ 145,688.87 74.87 0.250 0.017 0.983
5023323 $ 259,387.84 66.67 0.250 0.017 0.483
5023331 $ 499,255.54 54.95 0.250 0.017 0.733
5023332 $ 299,257.96 74.07 0.250 0.017 0.233
5023337 $ 611,042.28 80.00 0.250 0.017 0.483
5023341 $ 336,685.50 59.00 0.250 0.017 0.358
5023348 $ 149,282.91 58.63 0.250 0.017 0.858
5023351 $ 109,836.21 59.46 0.250 0.017 0.733
5023354 $ 74,831.97 53.96 0.250 0.017 0.733
5023358 $ 324,478.65 68.42 0.250 0.017 0.358
5023362 $ 277,165.59 80.00 0.250 0.017 0.483
5023375 $ 317,961.59 75.00 0.250 0.017 0.233
5023385 $ 312,412.43 80.00 0.250 0.017 0.858
5023395 $ 608,159.03 62.46 0.250 0.017 1.108
5023397 $ 89,762.56 54.05 0.250 0.017 0.358
5023407 $ 159,613.87 47.76 0.250 0.017 0.358
5023409 $ 186,728.44 56.67 0.250 0.017 0.858
5023419 $ 274,368.36 32.35 0.250 0.017 0.608
5023422 $ 76,882.46 74.76 0.250 0.017 0.608
5023427 $ 275,959.22 71.03 0.250 0.017 0.733
5023432 $ 268,757.40 79.99 0.250 0.017 0.233
5023440 $ 398,576.64 42.11 0.250 0.017 0.000
5023496 $ 329,483.58 69.92 0.250 0.017 0.483
5023520 $ 336,459.42 72.47 0.250 0.017 0.358
5023532 $ 134,753.52 22.50 0.250 0.017 0.608
5023709 $ 429,012.38 71.67 0.250 0.017 0.608
5023719 $ 443,460.41 76.66 0.250 0.017 0.108
5023729 $ 408,709.01 54.67 0.250 0.017 0.483
5023736 $ 274,134.11 58.51 0.250 0.017 0.483
5023744 $ 310,993.08 80.00 0.250 0.017 0.358
5023747 $ 363,792.76 66.36 0.250 0.017 0.233
5023760 $ 217,012.73 50.00 0.250 0.017 0.733
5023774 $ 380,029.03 70.33 0.250 0.017 0.608
5023782 $ 254,369.27 25.50 0.250 0.017 0.233
5023788 $ 74,521.96 42.90 0.250 0.017 0.483
5023790 $ 399,103.84 49.08 0.250 0.017 0.733
5023796 $ 94,543.89 74.98 0.250 0.017 0.358
5023803 $ 398,771.26 72.73 0.250 0.017 0.608
5023804 $ 398,771.26 69.32 0.250 0.017 0.608
5023810 $ 484,797.91 64.80 0.250 0.017 0.233
5023813 $ 377,436.98 51.16 0.250 0.017 0.608
5023826 $ 180,097.80 74.79 0.250 0.017 0.233
5023827 $ 182,364.45 73.20 0.250 0.017 0.000
5023828 $ 122,995.02 72.53 0.250 0.017 0.233
5023834 $ 77,176.72 59.96 0.250 0.017 0.733
5023839 $ 110,221.41 87.68 13 0.250 0.017 0.233
5023843 $ 478,741.84 76.19 0.250 0.017 0.358
5023845 $ 159,922.57 67.92 0.250 0.017 0.483
5023852 $ 125,583.25 56.00 0.250 0.017 0.233
5023853 $ 373,650.33 63.03 0.250 0.017 0.483
5023855 $ 398,359.87 74.92 0.250 0.017 0.483
5023868 $ 648,392.25 54.17 0.250 0.017 0.233
5023872 $ 279,853.21 54.76 0.250 0.017 0.233
5023880 $ 294,732.76 75.19 0.250 0.017 0.733
5023881 $ 63,607.17 74.13 0.250 0.017 0.733
5023885 $ 548,424.94 55.00 0.250 0.017 0.358
5023888 $ 93,689.64 63.02 0.250 0.017 0.733
5023894 $ 523,387.30 75.00 0.250 0.017 0.608
5023896 $ 304,587.88 79.36 0.250 0.017 0.483
5023911 $ 429,344.15 75.59 0.250 0.017 0.608
5023913 $ 261,834.60 75.00 0.250 0.017 0.108
5023918 $ 927,219.67 62.00 0.250 0.017 0.608
5023920 $ 348,951.22 58.72 0.250 0.017 0.733
5023928 $ 264,123.50 49.07 0.250 0.017 0.233
5023929 $ 261,403.97 73.46 0.250 0.017 0.733
5023935 $ 306,981.27 80.00 0.250 0.017 0.233
5023938 $ 454,528.32 80.00 0.250 0.017 0.358
5023941 $ 852,623.13 45.00 0.250 0.017 1.108
5023942 $ 264,123.50 88.33 11 0.250 0.017 0.233
5023946 $ 283,105.74 80.00 0.250 0.017 0.483
5023951 $ 285,901.55 69.40 0.250 0.017 0.233
5023955 $ 507,437.69 79.07 0.250 0.017 0.233
5023966 $ 214,339.56 51.56 0.250 0.017 0.608
5023972 $ 217,723.20 72.61 0.250 0.017 0.858
5023995 $ 419,358.86 80.00 0.250 0.017 0.608
5024008 $ 142,695.25 57.20 0.250 0.017 0.983
5024010 $ 306,554.19 76.75 0.250 0.017 0.858
5024024 $ 338,875.42 79.07 0.250 0.017 0.233
5024026 $ 397,876.39 48.30 0.250 0.017 0.483
5024057 $ 281,762.19 75.00 0.250 0.017 0.608
5024067 $ 374,072.47 53.57 0.250 0.017 0.233
5024078 $ 545,826.08 77.22 0.250 0.017 0.233
5024085 $ 265,833.35 79.72 0.250 0.017 0.483
5024093 $ 322,220.50 70.22 0.250 0.017 0.358
5024103 $ 269,128.62 66.50 0.250 0.017 0.358
5024114 $ 298,786.12 57.69 0.250 0.017 0.358
5024180 $ 393,756.22 52.32 0.250 0.017 0.483
5024207 $ 265,510.04 74.03 0.250 0.017 0.358
5024286 $ 363,897.70 80.00 0.250 0.017 0.233
5024308 $ 272,310.92 76.09 0.250 0.017 0.608
5024340 $ 327,490.89 90.00 13 0.250 0.017 0.608
5024345 $ 272,593.51 70.00 0.250 0.017 0.733
5024360 $ 99,839.59 40.82 0.250 0.017 0.358
5024378 $ 252,303.04 74.99 0.250 0.017 0.483
5024379 $ 605,570.84 55.18 0.250 0.017 0.483
5024386 $ 148,984.27 71.39 0.250 0.017 0.108
5024400 $ 354,731.37 70.50 0.250 0.017 0.733
5024404 $ 444,949.90 74.33 0.250 0.017 0.483
5024412 $ 253,997.68 89.40 11 0.250 0.017 0.483
5024420 $ 174,577.66 69.17 0.250 0.017 0.358
5024429 $ 210,367.75 74.04 0.250 0.017 0.733
5024440 $ 648,419.73 59.09 0.250 0.017 0.483
5024443 $ 244,635.20 74.47 0.250 0.017 0.733
5024450 $ 456,196.21 73.22 0.250 0.017 0.483
5024451 $ 353,485.95 60.00 0.250 0.017 0.858
5024467 $ 351,073.71 75.00 0.250 0.017 0.358
5024486 $ 124,818.49 43.10 0.250 0.017 0.858
5024503 $ 72,993.84 74.97 0.250 0.017 0.858
5024508 $ 109,827.86 64.71 0.250 0.017 0.483
5024513 $ 96,652.24 80.00 0.250 0.017 0.608
5024521 $ 184,417.47 62.71 0.250 0.017 0.483
5024522 $ 109,653.64 27.85 0.250 0.017 0.483
5024530 $ 448,583.07 75.00 0.250 0.017 0.483
5024542 $ 310,968.05 64.46 0.250 0.017 0.233
5024543 $ 536,733.30 50.05 0.250 0.017 0.483
5024554 $ 236,854.83 90.00 13 0.250 0.017 1.108
5024556 $ 201,703.54 70.69 0.250 0.017 0.483
5024562 $ 199,634.21 53.57 0.250 0.017 0.858
5024563 $ 444,629.97 61.94 0.250 0.017 0.608
5024847 $ 335,168.91 80.00 0.250 0.017 0.233
5025111 $ 340,997.12 85.75 0.250 0.017 0.233
5025166 $ 371,275.37 72.33 0.250 0.017 0.233
5025185 $ 278,023.46 80.00 0.250 0.017 0.233
5025334 $ 271,563.67 80.00 0.250 0.017 0.358
5025352 $ 293,740.42 95.00 01 0.250 0.017 0.733
5025508 $ 537,622.53 75.00 0.250 0.017 0.233
5025514 $ 393,697.58 79.89 0.250 0.017 0.358
5026228 $ 394,563.18 70.80 0.250 0.017 0.608
5026357 $ 359,408.10 80.00 0.250 0.017 0.233
5026394 $ 249,757.28 72.73 0.250 0.017 0.000
5026436 $ 257,565.50 77.01 0.250 0.017 0.483
5026450 $ 480,704.41 77.52 0.250 0.017 0.483
5026476 $ 302,525.83 79.74 0.250 0.017 0.483
5026486 $ 309,669.16 80.00 0.250 0.017 0.483
5026498 $ 498,822.75 62.19 0.250 0.017 0.483
5026524 $ 497,823.19 75.76 0.250 0.017 0.000
5026532 $ 302,476.79 77.69 0.250 0.017 0.000
5026552 $ 259,913.57 63.64 0.250 0.017 0.108
5026561 $ 349,438.55 51.85 0.250 0.017 0.358
5026589 $ 278,518.22 88.57 12 0.250 0.017 0.000
5026600 $ 299,092.45 70.59 0.250 0.017 0.483
5026604 $ 524,178.42 70.00 0.250 0.017 0.483
5026617 $ 380,888.02 61.53 0.250 0.017 0.358
5026630 $ 259,561.89 52.53 0.250 0.017 0.108
5026642 $ 301,787.75 78.57 0.250 0.017 0.483
5026647 $ 288,289.43 75.00 0.250 0.017 0.858
5026651 $ 269,348.40 90.00 12 0.250 0.017 0.358
5026671 $ 257,021.50 60.71 0.250 0.017 0.358
5026690 $ 304,035.17 50.75 0.250 0.017 0.608
5026707 $ 322,706.61 71.19 0.250 0.017 0.608
5026911 $ 315,936.27 74.82 0.250 0.017 0.000
5026972 $ 418,258.40 75.00 0.250 0.017 0.233
5027023 $ 273,640.34 80.00 0.250 0.017 0.358
5027030 $ 387,346.21 80.00 0.250 0.017 0.108
5027036 $ 297,883.12 80.00 0.250 0.017 0.483
5027045 $ 299,564.36 66.67 0.250 0.017 0.858
5027058 $ 268,100.23 75.00 0.250 0.017 0.733
5027068 $ 276,347.81 66.11 0.250 0.017 0.483
5027097 $ 250,875.90 75.00 0.250 0.017 0.733
5027102 $ 311,209.13 77.04 0.250 0.017 0.108
5027108 $ 253,007.03 95.00 13 0.250 0.017 0.108
5027121 $ 258,554.22 77.84 0.250 0.017 0.483
5027147 $ 326,420.47 76.82 0.250 0.017 0.108
5027155 $ 329,856.74 80.00 0.250 0.017 0.233
5027160 $ 298,958.69 90.00 11 0.250 0.017 0.233
5027170 $ 371,403.25 78.65 0.250 0.017 0.358
5027186 $ 254,218.36 70.25 0.250 0.017 0.233
5027210 $ 399,010.59 62.02 0.250 0.017 0.233
5027218 $ 316,714.67 79.99 0.250 0.017 0.233
5027231 $ 269,533.75 71.05 0.250 0.017 0.000
5027236 $ 303,075.75 78.86 0.250 0.017 0.000
5027282 $ 324,424.92 50.90 0.250 0.017 0.000
5027320 $ 373,429.07 80.00 0.250 0.017 0.608
5027326 $ 284,542.82 73.08 0.250 0.017 0.358
5027329 $ 288,134.00 85.00 11 0.250 0.017 0.733
5027344 $ 335,433.82 44.80 0.250 0.017 0.108
5027394 $ 319,182.18 80.00 0.250 0.017 0.483
5027399 $ 429,275.43 73.88 0.250 0.017 0.108
5027402 $ 290,145.25 76.47 0.250 0.017 0.483
5027406 $ 389,058.78 79.92 0.250 0.017 0.358
5027422 $ 331,467.42 80.00 0.250 0.017 0.358
5027423 $ 276,946.41 79.88 0.250 0.017 0.483
5027490 $ 254,695.49 70.97 0.250 0.017 0.483
5027498 $ 291,312.52 80.00 0.250 0.017 0.483
5027522 $ 260,630.38 90.00 06 0.250 0.017 0.983
5027548 $ 501,096.86 61.31 0.250 0.017 0.483
5027549 $ 254,580.72 76.12 0.250 0.017 0.233
5027611 $ 325,987.89 80.00 0.250 0.017 0.108
5027648 $ 448,651.54 75.00 0.250 0.017 0.733
5027650 $ 319,283.07 76.19 0.250 0.017 0.733
5027657 $ 294,252.19 73.75 0.250 0.017 0.108
5027658 $ 295,267.85 74.00 0.250 0.017 0.233
5027662 $ 291,554.24 57.25 0.250 0.017 0.608
5027681 $ 691,460.17 80.00 0.250 0.017 0.483
5027688 $ 581,984.36 66.04 0.250 0.017 0.000
5027703 $ 383,399.07 67.37 0.250 0.017 0.483
5027717 $ 284,295.08 95.00 0.250 0.017 0.233
5027731 $ 314,519.14 74.47 0.250 0.017 0.608
5027736 $ 427,320.72 84.14 11 0.250 0.017 0.233
5027741 $ 436,916.62 74.87 0.250 0.017 0.233
5027759 $ 198,526.85 80.00 0.250 0.017 0.000
5027800 $ 422,976.74 80.00 0.250 0.017 0.358
5027801 $ 348,406.82 84.64 12 0.250 0.017 0.608
5027803 $ 294,338.65 72.43 0.250 0.017 0.483
5027804 $ 381,576.88 85.96 12 0.250 0.017 0.358
5027812 $ 499,255.52 64.27 0.250 0.017 0.733
5027818 $ 299,351.35 40.00 0.250 0.017 0.858
5027823 $ 430,308.60 74.96 0.250 0.017 0.358
5027829 $ 277,054.86 75.00 0.250 0.017 0.358
5027837 $ 572,149.69 74.87 0.250 0.017 0.483
5027850 $ 298,811.91 75.00 0.250 0.017 0.108
5027868 $ 409,292.01 43.62 0.250 0.017 0.000
5027871 $ 322,968.10 77.95 0.250 0.017 0.233
5027873 $ 251,605.63 80.00 0.250 0.017 0.483
5028868 $ 502,412.55 80.00 0.250 0.017 0.483
5032693 $ 499,136.60 80.00 0.250 0.017 0.000
5032705 $ 304,539.35 71.92 0.250 0.017 0.608
5032729 $ 318,085.42 74.07 0.250 0.017 0.108
5032732 $ 487,245.83 80.00 0.250 0.017 0.000
5032749 $ 359,087.47 73.47 0.250 0.017 0.108
5032765 $ 599,250.11 55.84 0.250 0.017 0.000
5032783 $ 383,384.02 80.00 0.250 0.017 0.358
5032788 $ 270,495.56 79.07 0.250 0.017 0.000
5032807 $ 241,541.14 57.81 0.250 0.017 0.608
5032835 $ 263,518.32 70.69 0.250 0.017 0.233
5033776 $ 279,539.62 80.00 0.250 0.017 0.233
5033805 $ 274,543.87 76.39 0.250 0.017 0.608
5033827 $ 257,150.31 79.73 0.250 0.017 0.233
5033835 $ 366,381.58 69.25 0.250 0.017 0.108
5033841 $ 338,929.41 80.00 0.250 0.017 0.483
5033883 $ 251,391.84 80.00 0.250 0.017 0.358
5033903 $ 234,787.36 88.68 06 0.250 0.017 0.733
5034499 $ 267,298.02 72.83 0.250 0.017 0.108
5034514 $ 289,945.55 80.00 0.250 0.017 0.483
5034534 $ 314,494.71 91.30 06 0.250 0.017 0.358
5034645 $ 526,335.88 76.06 0.250 0.017 0.358
5034666 $ 251,406.69 80.00 0.250 0.017 0.483
5034805 $ 313,355.37 84.99 06 0.250 0.017 0.483
5036921 $ 299,406.92 57.67 0.250 0.017 0.233
$135,180,655.86
COUNT: 399
WAC: 7.169508707
WAM: 351.2761348
WALTV: 69.8733542
</TABLE>
NASCOR
NMI / 1999-18 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
- ----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------- ----------------------------------------------------------------
4836563 CHASE MANHATTAN BANK CHASE MANHATTAN BANK
4859300 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4906133 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4944998 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4959907 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4961205 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4962689 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4962792 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4962859 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963238 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
4963288 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963322 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963337 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963362 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963395 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4967917 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4972463 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972529 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972575 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4975828 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4977055 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4981357 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4981400 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4984536 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4984553 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4984591 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4984596 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4987703 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4988563 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4992024 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4992193 PLYMOUTH SAVINGS BANK PLYMOUTH SAVINGS BANK
4992232 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4992487 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4997486 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4997682 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4997693 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4997699 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4997707 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4999192 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4999421 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5001135 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5001616 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001630 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001653 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001829 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001834 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001841 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001873 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001879 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001890 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001919 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001922 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001926 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001929 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001934 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001948 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001949 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001992 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5001998 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002029 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002047 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002063 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002082 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002088 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002102 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002106 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002107 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002112 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002124 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002129 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002133 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002140 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002141 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002151 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002919 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002921 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002932 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002943 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002966 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5002974 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003053 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003072 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003085 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003088 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003093 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003105 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003122 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003567 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003582 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003612 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003623 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003706 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003738 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003743 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003764 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003778 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003783 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003784 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003787 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003796 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003798 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003800 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003813 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003819 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003828 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003833 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003854 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003860 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003886 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003901 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003910 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5003983 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5004366 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5004371 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5004385 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5004548 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5004693 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5004762 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5005075 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005165 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005227 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005280 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005456 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005536 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005583 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005868 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5005986 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5006160 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5006731 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5007740 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5007765 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5007770 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5008434 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5008451 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5008558 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5009225 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5009372 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
5009587 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
5009619 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
5009662 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
5010186 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5011145 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5011191 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5011237 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5011238 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5011257 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5011283 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5011290 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5011298 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5023152 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023181 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023197 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023245 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023255 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023266 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023277 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023282 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023283 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023298 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023308 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023319 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023323 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023331 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023332 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023337 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023341 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023348 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023351 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023354 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023358 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023362 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023375 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023385 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023395 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023397 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023407 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023409 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023419 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023422 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023427 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023432 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023440 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023496 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023520 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023532 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023709 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023719 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023729 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023736 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023744 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023747 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023760 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023774 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023782 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023788 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023790 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023796 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023803 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023804 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023810 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023813 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023826 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023827 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023828 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023834 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023839 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023843 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023845 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023852 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023853 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023855 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023868 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023872 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023880 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023881 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023885 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023888 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023894 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023896 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023911 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023913 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023918 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023920 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023928 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023929 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023935 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023938 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023941 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023942 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023946 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023951 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023955 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023966 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023972 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023995 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024008 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024010 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024024 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024026 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024057 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024067 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024078 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024085 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024093 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024103 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024114 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024180 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024207 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024286 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024308 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024340 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024345 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024360 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024378 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024379 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024386 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024400 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024404 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024412 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024420 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024429 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024440 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024443 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024450 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024451 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024467 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024486 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024503 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024508 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024513 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024521 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024522 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024530 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024542 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024543 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024554 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024556 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024562 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024563 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5024847 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5025111 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5025166 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5025185 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5025334 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5025352 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5025508 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5025514 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5026228 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5026357 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026394 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026436 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026450 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5026476 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026486 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026498 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026524 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5026532 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026552 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5026561 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026589 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026600 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026604 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026617 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026630 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026642 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026647 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026651 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026671 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026690 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026707 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026911 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5026972 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027023 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027030 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027036 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027045 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027058 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027068 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027097 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027102 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027108 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027121 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027147 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027155 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027160 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027170 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027186 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027210 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027218 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027231 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027236 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027282 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027320 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027326 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027329 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027344 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027394 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027399 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027402 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027406 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027422 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027423 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027490 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027498 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027522 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027548 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027549 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027611 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027648 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027650 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027657 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027658 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027662 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027681 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5027688 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027703 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027717 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027731 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027736 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027741 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027759 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027800 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027801 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027803 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027804 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027812 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027818 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027823 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027829 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027837 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027850 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027868 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027871 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5027873 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5028868 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5032693 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5032705 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5032729 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5032732 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5032749 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5032765 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5032783 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5032788 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5032807 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5032835 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5033776 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5033805 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5033827 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5033835 BANCBOSTON MORTGAGE CORP. BANCBOSTON MORTGAGE CORP.
5033841 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5033883 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5033903 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5034499 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5034514 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5034534 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5034645 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5034666 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5034805 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5036921 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
<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 1999-18
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 1999-18, 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 June 29, 1999 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ------------.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all other
property in the Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
-----------------------------
Title:
--------------------------
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF ) )
) ss:
COUNTY OF ) )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-18, Class
[A-R][A-LR] Certificate (the "Class [A-R][A-LR] Certificate") for the account
of, or as agent (including a broker, nominee, or other middleman) for, any
person or entity from which it has not received an affidavit substantially in
the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [A-R][A-LR] Certificate in excess of cash flows
generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[A-R][A-LR] Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class
[A-R][A-LR] Certificate will not be disregarded for federal income tax purposes.
"U.S. Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise), created or organized in or under the laws of
the United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier REMIC]
[Lower-Tier REMIC] pursuant to Section 3.01 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:
--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of _________, 19 __.
- -----------------------------
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1999-18, Class [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-18
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 1999-18, 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 June 29, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-18.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.] The Purchaser is a "Qualified Institutional
Buyer" within the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it
deemed appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate and
(b) such other opinions of counsel, officers' certificates and agreements as the
Seller or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the June 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 1999-18
CLASS [A-9] [A-22] [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 1999-18, Class
[A-9] [A-22] [B-1][B-2][B-3] Certificates (the "Class [A-9] [A-22]
[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 June 29, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee") of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-18.
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 [A-9] [A-22] [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 [A-9] [A-22]
[B-1][B-2][B-3] Certificates are covered by Sections I and III of PTE 95-60 or
(iii) the Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to
the Seller and the Trust Administrator of the Trust Estate and (b) such other
opinions of counsel, officers' certificates and agreements as the Seller or the
Master Servicer may have required. A Benefit Plan Opinion is an opinion of
counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:
--------------------------------
Its:
-------------------------------
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Bank United Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
NOVUS Financial Corporation Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
National City Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
Hibernia National Bank Servicing Agreement
HomeSide Lending Servicing Agreement
Plymouth Savings Bank Servicing Agreement
Chase Manhattan Mortgage Corp. 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 1999-18, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of June 29, 1999 among Norwest
Asset Securities Corporation, as seller (the "Seller"), Norwest Bank Minnesota,
National Association, as Master Servicer, First Union National Bank, as Trust
Administrator, and United States Trust Company of New York, as Trustee.
intends to resell all of the Class B Certificates directly to the Purchaser on
or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
D-1 by Duff & Phelps Credit Rating Co. ("DCR") or (vi) demand and time deposits
in, certificates of deposit of, any depository institution or trust company
(which may be an affiliate of the Company) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by DCR or S&P, (y) the
certificate of deposit or other unsecured short-term debt obligations of such
depository institution or trust company have a rating of at least D-1 by DCR or
A-1 by S&P or (z) the depository institution or trust company is one that is
acceptable to either DCR or S&P and, for each of the preceding clauses (i),
(iv), (v) and (vi), the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the next
succeeding Distribution Date as defined in the related Pooling and Servicing
Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section
2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed
with the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices.
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings.
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the related Servicer shall continue
to service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings.
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Foreclose, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than Commencement of Foreclosure as provided herein). In connection therewith,
the Company shall have the same rights to make withdrawals for Monthly Advances
and Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination.
(a) With respect to all Mortgage Loans included in the Trust
Estate, the Purchaser's right to make any Election to Delay Foreclosure or any
Election to Foreclose and the Company's obligations under Section 2.01 shall
terminate (i) at such time as the Principal Balance of the Class B Certificates
has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or
higher percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund.
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1999-18. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment.
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices.
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) bin the case of the Purchaser,
______________________________
______________________________
______________________________
______________________________
Attention:____________________
Section 4.05 Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality.
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<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 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 98.24767%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.81900000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.37%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01866117%.
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 1999-18 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage
loans, which may include loans secured
by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 94.49767%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 5.56900000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.90%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.03707965%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 97.59167%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 2.47500000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.90%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.05274921%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
-----------------------
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which
may include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.500% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-5 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, at an issue price of
90.00556%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 14.37012906%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 23.20%;
and (iii) the amount of OID allocable to the short first accrual period (June
29, 1999 to July 25, 1999) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
1.50630400%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 5.750% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to
0.850% plus LIBOR as determined on the second business day prior to the
beginning of the month preceding the month in which such Distribution Date
occurs, subject to a minimum rate of 0.850% and a maximum rate of 9.000%. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 8.450% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to (i)
21.190% minus (ii) the product of 2.600 and LIBOR, as determined on the second
business day prior to the beginning of the month preceding the month in which
such Distribution Date occurs, subject to a minimum rate of 0.000% and a maximum
rate of 21.190%. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 84.81322%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming (a) that this Certificate pays
in accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate and (b) that the interest rate at which distributions of
interest on this Certificate actually will be made will be determined as though
the pass-through rate on this Certificate applicable to the first Distribution
Date will not change thereafter: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 15.28066667%;
(ii) the annual yield to maturity of this Certificate, compounded monthly, is
approximately 10.45%; and (iii) the amount of OID allocable to the short first
accrual period (June 29, 1999 to July 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.02916693%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions of interest and in reduction of Principal Balance, the Class A-8
Certificates consist of five components (each, a "Component" and individually,
the "Class A-8A IO Component", "Class A-8B IO Component", "Class A-8C IO
Component", "Class A-8D IO Component" and the "Class A-8 Accrual Component").
The amount of interest which accrues on the Class A-8 Certificates in any month
will equal the sum of the interest which accrues on the Class A-8 Components.
The component rate (the "Component Rate") on each of the Class A-8 Components
(other than the Class A-8 Accrual Componet) will be 0.500% per annum and the
Component Rate on the Class A-8 Accural Component will be 6.500% per annum.
Interest with respect to each Component will accrue during each month in an
amount equal to the product of (i) 1/12th of the Component Rate for such
Component and (ii) the outstanding Principal Balance in the case of the Class
A-8 Accrual Component or the applicable outstanding notional amount in the case
of the Class A-8A IO, Class A-8B IO, Class A-8C IO and Class A-8D IO Components.
Prior to the applicable Accretion Termination Date, the interest accrued on the
Class A-8 Accrual Component will not be distributed as interest on this
Certificate. Prior to the applicable Accretion Termination Date, the interest on
the Class A-8 Accrual Component otherwise available for distribution on this
Certificate will be added to the Component Principal Balance of such Component
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-8 Certificates with respect to their Components.
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 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.
This Certificate is issued on June 29, 1999, at an issue price of
100.24610%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 275% SPA (as defined in the Prospectus Supplement dated
June 24, 1999 with respect to the offering of the Class A Certificates (except
the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3 Certificates)
used to price this Certificate: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 79.20304839%;
(ii) the annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.67%; and (iii) the amount of OID allocable to the short first
accrual period (June 29, 1999 to July 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.55502385%.
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-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
AFTER THE CROSS-OVER DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES,
OTHER THAN EXCESS LOSSES, THAT WOULD OTHERWISE BE ALLOCATED TO THE CLASS A-8
CERTIFICATES WILL BE BORNE BY THE CLASS A-9 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 1999-18 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-9 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-9 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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 96.20856%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.86366667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.04%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01932856%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-10 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 98.99400%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.08100000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.11%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.02073970%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-11 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of the Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-11
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, at an issue price of
90.88400%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 81.55830867%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.95%; and
(iii) the amount of OID allocable to the short first accrual period (June 29,
1999 to July 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.52155619%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
- ------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-12 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of Class A-12 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-12 Certificates as described below and in
the Agreement. Prior to the Distribution Date, if any, on which Financial
Security fails to make a payment with respect to a Class A-12 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-12 Certificates applicable
to each Distribution Date will be 7.000% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-12 Certificates, as described
in the Agreement. Any Non-Supported Interest Shortfall allocated to the Class
A-12 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-12 Certificates will be entitled to the benefits of a
Financial Guaranty Insurance Policy issued by Financial Security Assurance Inc.
(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-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.: Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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-13 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-13 Certificates required to be distributed
to Holders of the Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-13 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.
This Certificate is issued on June 29, 1999, at an issue price of
37.79700% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 62.20300000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.05%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.21974034%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-14 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-14 Certificates required to be distributed
to Holders of the Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-14 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 5.918% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to
1.000% plus LIBOR as determined on the second business day prior to the
beginning of the month preceding the month in which such Distribution Date
occurs, subject to a minimum rate of 1.000% and a maximum rate of 8.500%. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-14
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-15 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-15 Certificates required to be distributed
to Holders of the Class A-15 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-15 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in July 1999 will be 9.9591430% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to (i)
28.9285714286% minus (ii) the product of 3.8571428571 and LIBOR, as determined
on the second business day prior to the beginning of the month preceding the
month in which such Distribution Date occurs, subject to a minimum rate of
0.000% and a maximum rate of 28.9285714286%. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-15 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, and based on its issue
price of 90.27460%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming (a) that this Certificate pays
in accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate and (b) that the interest rate at which distributions of
interest on this Certificate actually will be made will be determined as though
the pass-through rate on this Certificate applicable to the first Distribution
Date will not change thereafter: (i) the amount of OID as a percentage of the
initial principal balance of this Certificate is approximately 9.83605713%; (ii)
the annual yield to maturity of this Certificate, compounded monthly, is
approximately 11.55%; and (iii) the amount of OID allocable to the short first
accrual period (June 29, 1999 to July 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.03312265%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-16 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and the United States Trust Company
of New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-16 Certificates required to be distributed
to Holders of the Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-16 Certificates applicable to each Distribution Date will be 6.625% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-16 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
-----------------------
Authorized Officer
<PAGE>
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-17
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-17 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-17 Certificates required to be distributed
to Holders of the Class A-17 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-17 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-17 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-18
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-18 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-18 Certificates required to be distributed
to Holders of the Class A-18 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-18 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-18 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-19
[FORM OF FACE OF CLASS A-19 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-19
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT
ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-19 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-19 Certificates required to be distributed
to Holders of the Class A-19 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-19 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-19
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-19 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
This Certificate is issued on June 29, 1999, at an issue price of
92.94700%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 24, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 129.82263455%; (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
7.42%; and (iii) the amount of OID allocable to the short first accrual period
(June 29, 1999 to July 25, 1999) as a percentage of the initial principal
balance of this Certificate, calculated using the exact method, is approximately
0.49782103%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-20
[FORM OF FACE OF CLASS A-20 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-20
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-20 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-20 Certificates required to be distributed
to Holders of the Class A-20 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. For the purposes of determining
distributions in reduction of Principal Balance, the Class A-20 Certificates
consist of two components (each, a "Component" and individually, the "Class
A-20A Component" and the "Class A-20B Component"). Neither Component will 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.
This Certificate is issued on June 29, 1999, at an issue price of
67.75000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 32.25000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.50%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.36663001%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-21
[FORM OF FACE OF CLASS A-21 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-21
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: ______ First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-21 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-21 Certificates required to be distributed
to Holders of the Class A-21 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-21
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-21 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.500% and (ii) the Class A-21 Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-21 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution 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.
This Certificate is issued on June 29, 1999, at an issue price of
24.89656% of the initial Class A-21 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated June 24, 1999 with respect to the offering of the
Class A (except the Class A-PO Certificates), Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial Class A-21 Notional Amount is approximately
7.34980279%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 9.30%; and (iii) the amount of OID allocable to the
short first accrual period (June 29, 1999 to July 25, 1999) as a percentage of
the initial Class A-21 Notional Amount, calculated using the exact method, is
approximately 0.16722382%.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-22
[FORM OF FACE OF CLASS A-22 CERTIFICATE]
AFTER THE CROSS-OVER DATE, THE PRINCIPAL PORTION OF REALIZED LOSSES,
OTHER THAN EXCESS LOSSES, THAT WOULD OTHERWISE BE ALLOCATED TO THE CLASS A-19
CERTIFICATES WILL BE BORNE BY THE CLASS A-22 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>
EXHIBIT A-22
[FORM OF FACE OF CLASS A-22 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18 CLASS A-22
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date:
July 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-22 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-22 Certificates required to be distributed
to Holders of the Class A-22 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-22 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-22 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-22 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.
This Certificate is issued on June 29, 1999, and based on its issue
price of 96.69356%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.37866667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 6.97%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01697769%.
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 1999-18 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (ii) if such transferee is a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
This Certificate is issued on June 29, 1999, at an issue price of
67.25000% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 32.75000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.51%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.36437245%.
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-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 UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF
A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F
OF THE CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS
PERSON OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE
ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $100.00
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE,
BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE
POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE 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-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO
ACT AS "TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF
A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F
OF THE CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS
PERSON OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN
SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE
ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-18, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $100.00
Certificate: %
Final Scheduled Maturity Date:
July 25, 2029
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the 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 FINANCIAL SECURITY 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security as specified
in the Agreement, any Class B-1 Distribution Amount required to be distributed
to Holders of the Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 92.78681%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.28541667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.54%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.03555593%.
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, FINANCIAL SECURITY 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 91.16181%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 8.91041667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.79%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.04300523%.
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, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 85.38056%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 14.69166667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.72%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.06811102%.
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, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 70.19306%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 29.87916667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.69%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.12254431%.
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, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 53.53681%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 46.53541667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 16.27%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.15900409%.
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-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, 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 1999-18, 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: June 1, 1999
CUSIP No.: First Distribution Date: July 26, 1999
Percentage Interest evidenced by this Denomination: $
Certificate: %
Final Scheduled Maturity Date:
July 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 June 29, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and each Class
of Class B Certificates bearing a lower numerical designation as specified in
the Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
This Certificate is issued on June 29, 1999, and based on its issue
price of 24.50556%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated June 24, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 75.56666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 34.42%; and (iii) the
amount of OID allocable to the short first accrual period (June 29, 1999 to July
25, 1999) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.13858197%.
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 C
[Form of Reverse of Series 1999-18 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-18
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 June 29, 1999 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1999-18 (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 2.1 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 2.2 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 2.3 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 2.4 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 2.5 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 2.6 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 3.1 Custodian a Bailee and Agent of the Trust Administrator.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2 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 3.3 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 3.4 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 3.5 Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6 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 3.7 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 4.1 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 4.2 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 4.3 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 4.4 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 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:
------------------------------
Charlotte, North Carolina, 28288 Name:
----------------------------
Title:
---------------------------
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
------------------------------
Name:
----------------------------
Title:
---------------------------
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
------------------------------
Name:
-----------------------------
Title:
---------------------------
Address: [CUSTODIAN]
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
-----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in
Frederick, Maryland]
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<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 1999-18
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 1999-18, 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 June 29, 1999 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ------------.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as
expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all other
property in the Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
-----------------------------
Title:
--------------------------
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF ) )
) ss:
COUNTY OF ) )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-18, Class
[A-R][A-LR] Certificate (the "Class [A-R][A-LR] Certificate") for the account
of, or as agent (including a broker, nominee, or other middleman) for, any
person or entity from which it has not received an affidavit substantially in
the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [A-R][A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [A-R][A-LR] Certificate in excess of cash flows
generated by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[A-R][A-LR] Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class
[A-R][A-LR] Certificate will not be disregarded for federal income tax purposes.
"U.S. Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise), created or organized in or under the laws of
the United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier REMIC]
[Lower-Tier REMIC] pursuant to Section 3.01 of the Pooling and Servicing
Agreement, and if such designation is not permitted by the Code and applicable
law, to act as tax matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:
--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of _________, 19 __.
- -----------------------------
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1999-18, Class [A-R][A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-18
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 1999-18, 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 June 29, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-18.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.] The Purchaser is a "Qualified Institutional
Buyer" within the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it
deemed appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate and
(b) such other opinions of counsel, officers' certificates and agreements as the
Seller or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the June 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 1999-18
CLASS [A-9] [A-22] [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 1999-18, Class
[A-9] [A-22] [B-1][B-2][B-3] Certificates (the "Class [A-9] [A-22]
[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 June 29, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the "Trustee") of Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-18.
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 [A-9] [A-22] [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 [A-9] [A-22]
[B-1][B-2][B-3] Certificates are covered by Sections I and III of PTE 95-60 or
(iii) the Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to
the Seller and the Trust Administrator of the Trust Estate and (b) such other
opinions of counsel, officers' certificates and agreements as the Seller or the
Master Servicer may have required. A Benefit Plan Opinion is an opinion of
counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:
--------------------------------
Its:
-------------------------------
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Bank United Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
NOVUS Financial Corporation Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
National City Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
Hibernia National Bank Servicing Agreement
HomeSide Lending Servicing Agreement
Plymouth Savings Bank Servicing Agreement
Chase Manhattan Mortgage Corp. 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 1999-18, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of June 29, 1999 among Norwest
Asset Securities Corporation, as seller (the "Seller"), Norwest Bank Minnesota,
National Association, as Master Servicer, First Union National Bank, as Trust
Administrator, and United States Trust Company of New York, as Trustee.
intends to resell all of the Class B Certificates directly to the Purchaser on
or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
D-1 by Duff & Phelps Credit Rating Co. ("DCR") or (vi) demand and time deposits
in, certificates of deposit of, any depository institution or trust company
(which may be an affiliate of the Company) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by DCR or S&P, (y) the
certificate of deposit or other unsecured short-term debt obligations of such
depository institution or trust company have a rating of at least D-1 by DCR or
A-1 by S&P or (z) the depository institution or trust company is one that is
acceptable to either DCR or S&P and, for each of the preceding clauses (i),
(iv), (v) and (vi), the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the next
succeeding Distribution Date as defined in the related Pooling and Servicing
Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section
2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed
with the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices.
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings.
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the related Servicer shall continue
to service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings.
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Foreclose, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than Commencement of Foreclosure as provided herein). In connection therewith,
the Company shall have the same rights to make withdrawals for Monthly Advances
and Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination.
(a) With respect to all Mortgage Loans included in the Trust
Estate, the Purchaser's right to make any Election to Delay Foreclosure or any
Election to Foreclose and the Company's obligations under Section 2.01 shall
terminate (i) at such time as the Principal Balance of the Class B Certificates
has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or
higher percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund.
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1999-18. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment.
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices.
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) bin the case of the Purchaser,
______________________________
______________________________
______________________________
______________________________
Attention:____________________
Section 4.05 Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms
of this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality.
The Purchaser agrees that all information supplied by or on behalf
of the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:
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Name:
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Title:
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By:
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Name:
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Title:
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