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: August 27, 1999
(Date of earliest event reported)
Commission File No. 333-65481
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) I.R.S. Employer Identification No.
7485 New Horizon Way, Frederick Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. Other Events
On August 27, 1999, Norwest Asset Securities Corporation, a Delaware corporation
(the "Registrant"), sold Mortgage Pass-Through Certificates, Series 1999-22,
Class A-1, Class A-R, Class B-1, Class B-2 and Class B-3 (the "Offered
Certificates"), having an aggregate original principal balance of
$196,605,100.00 The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of August 27, 1999, among the Registrant, Norwest
Bank Minnesota, National Association, as master servicer (the "Master Servicer"
or "Norwest Bank") and First Union National Bank, as trustee (the "Agreement"),
a copy of which is filed as an exhibit hereto. Mortgage Pass-Through
Certificates, Series 1999-22, Class A-PO Certificates, having an aggregate
initial principal balance of $2,424,758.59, and Class B-4, Class B-5 and Class
B-6 Certificates, having an aggregate initial principal balance of $1,000,990.55
(the "Private Class B Certificates" and, together with the Class A-PO
Certificates and the Offered Certificates, the "Certificates"), were also issued
pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 98.29% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates. Distributions on the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each Distribution
Date (as defined in the Agreement). Monthly distributions in reduction of the
principal balance of the Offered Certificates will be allocated to the Offered
Certificates in accordance with the priorities set forth in the Agreement.
Distributions of interest and in reduction of principal balance on any
Distribution Date will be made to the extent that the Pool Distribution Amount
is sufficient therefor.
An election will be made to treat the Trust Estate as a REMIC for federal income
tax purposes (the "REMIC"). The Class A-1, Class A-PO, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will be treated as
"regular interests" in the REMIC and the Class A-R Certificate will be treated
as the "residual interest" in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated as
of August 27, 1999, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association and First
Union National Bank, as trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
August 27, 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 August 27, 1999
among Norwest Asset Securities
Corporation, Norwest Bank Minnesota,
National Association and First Union
National Bank, as trustee.
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of August 27, 1999
$200,030,849.14
Mortgage Pass-Through Certificates
Series 1999-22
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions....................................................
Section 1.02 Acts of Holders................................................
Section 1.03 Effect of Headings and Table of Contents.......................
Section 1.04 Benefits of Agreement..........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...................................
Section 2.02 Acceptance by Trustee..........................................
Section 2.03 Representations and Warranties of the
Master Servicer and the Seller................................
Section 2.04 Execution and Delivery of Certificates.........................
Section 2.05 Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account............................................
Section 3.02 Permitted Withdrawals from the Certificate Account.............
Section 3.03 Advances by Master Servicer and Trustee........................
Section 3.04 Trustee to Cooperate;
Release of Owner Mortgage Loan Files..........................
Section 3.05 Reports to the Trustee;
Annual Compliance Statements..................................
Section 3.06 Title, Management and Disposition of Any
REO Mortgage Loan.............................................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions...........................
Section 3.08 Oversight of Servicing.........................................
Section 3.09 Termination and Substitution of Servicing Agreements...........
Section 3.10 Application of Net Liquidation Proceeds........................
Section 3.11 1934 Act Reports...............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..................................................
Section 4.02 Allocation of Realized Losses..................................
Section 4.03 Paying Agent...................................................
Section 4.04 Statements to Certificateholders;
Report to the Trustee and the Seller..........................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.........
Section 4.06 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................
Section 5.02 Registration of Certificates...................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............
Section 5.04 Persons Deemed Owners..........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses......
Section 5.06 Maintenance of Office or Agency................................
Section 5.07 Definitive Certificates........................................
Section 5.08 Notices to Clearing Agency.....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer................
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer...
Section 6.03 Limitation on Liability of the Seller,
the Master Servicer and Others................................
Section 6.04 Resignation of the Master Servicer.............................
Section 6.05 Compensation to the Master Servicer............................
Section 6.06 Assignment or Delegation of Duties by Master Servicer..........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer.......
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance......
ARTICLE VII
DEFAULT
Section 7.01 Events of Default..............................................
Section 7.02 Other Remedies of Trustee......................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default.....................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default.....................
Section 7.05 Trustee to Act; Appointment of Successor.......................
Section 7.06 Notification to Certificateholders.............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee..............................................
Section 8.02 Certain Matters Affecting the Trustee..........................
Section 8.03 Trustee Not Required to Make Investigation.....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans..........
Section 8.05 Trustee May Own Certificates...................................
Section 8.06 The Master Servicer to Pay Fees and Expenses...................
Section 8.07 Eligibility Requirements.......................................
Section 8.08 Resignation and Removal........................................
Section 8.09 Successor......................................................
Section 8.10 Merger or Consolidation........................................
Section 8.11 Authenticating Agent...........................................
Section 8.12 Separate Trustees and Co-Trustees..............................
Section 8.13 Appointment of Custodians......................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions..................
Section 8.15 Monthly Advances...............................................
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance..............
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans...................
Section 9.02 Additional Termination Requirements............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment......................................................
Section 10.02 Recordation of Agreement.......................................
Section 10.03 Limitation on Rights of Certificateholders.....................
Section 10.04 Governing Law; Jurisdiction....................................
Section 10.05 Notices........................................................
Section 10.06 Severability of Provisions.....................................
Section 10.07 Special Notices to Rating Agencies.............................
Section 10.08 Covenant of Seller.............................................
Section 10.09 Recharacterization.............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate................................
Section 11.02 Cut-Off Date...................................................
Section 11.03 Cut-Off Date Aggregate Principal Balance.......................
Section 11.04 Original Class A Percentage....................................
Section 11.05 Original Principal Balances of the Classes of
Class A Certificates..........................................
Section 11.06 Original Class A Non-PO Principal Balance......................
Section 11.07 Original Subordinated Percentage...............................
Section 11.08 Original Class B-1 Percentage..................................
Section 11.09 Original Class B-2 Percentage..................................
Section 11.10 Original Class B-3 Percentage..................................
Section 11.11 Original Class B-4 Percentage..................................
Section 11.12 Original Class B-5 Percentage..................................
Section 11.13 Original Class B-6 Percentage..................................
Section 11.14 Original Class B Principal Balance.............................
Section 11.15 Original Principal Balances of the Classes
of Class B Certificates.......................................
Section 11.16 Original Class B-1 Fractional Interest.........................
Section 11.17 Original Class B-2 Fractional Interest.........................
Section 11.18 Original Class B-3 Fractional Interest.........................
Section 11.19 Original Class B-4 Fractional Interest.........................
Section 11.20 Original Class B-5 Fractional Interest.........................
Section 11.21 Closing Date...................................................
Section 11.22 Right to Purchase..............................................
Section 11.23 Wire Transfer Eligibility......................................
Section 11.24 Single Certificate.............................................
Section 11.25 Servicing Fee Rate.............................................
Section 11.26 Master Servicing Fee Rate......................................
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-22 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage from
Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of August 27, 1999
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL
BANK, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans: the product of (i) the PO Fraction for each
such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates and (y) the principal portion of any Realized Loss (other than a Debt
Service Reduction) incurred on such Mortgage Loan from the Cut-Off Date through
the end of the month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Class A Principal Balance and Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Class A Principal Balance and Class B Principal Balance as of the
Determination Date succeeding such Distribution Date, (ii) the principal portion
of Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Certificates with respect to such Distribution Date and
(iii) the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a) for such Distribution Date without
regard to the provisos in the definitions of Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6
Optimal Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution
Date, the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for all the Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
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
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution
Date, the sum of (a) the Master Servicing Fee for such Distribution Date, (b)
interest earned through the business day preceding the applicable Distribution
Date on any Prepayments in Full remitted to the Master Servicer and (c) the
aggregate amount of Month End Interest remitted by the Servicers to the Master
Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
Bank United Mortgage Loan Sale Agreement: The mortgage loan sale
agreement dated as of September 17, 1998 between Bank United, as seller, and
Norwest Funding, Inc., as purchaser.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates,
beneficial ownership and transfers of which shall be evidenced by, and made
through, book entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii) a legal holiday in the City of New York, State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained
by the Master Servicer in the name of the Master Servicer on behalf of the
Trustee pursuant to Section 3.01. The Certificate Account shall be an Eligible
Account.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of the taking of any action under Articles VII or VIII, any
Certificate registered in the name of the Master Servicer, a Servicer or any
affiliate thereof shall be deemed not to be outstanding and the Voting Interest
evidenced thereby shall not be taken into account in determining whether the
requisite percentage of Certificates necessary to effect any such action has
been obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-PO Certificates and Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a). As to any
Distribution Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO Certificates pursuant to Paragraphs third clause (B) and fourth
of Section 4.01(a) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
percentage calculated by dividing the Interest Accrual Amount of such Class
(determined without regard to clause (ii) of the definition thereof) by the
Class A Interest Accrual Amount (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date
and any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date, an amount
equal to the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any
Class of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates not then outstanding), in
each case determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii)
the Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO
Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:
(i) the Class A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal
to the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any
Distribution Date, will be equal to the amount distributed pursuant to Paragraph
third clause (A) of Section 4.01(a).
Class A Pass-Through Rate: As to the Class A-1 and Class A-R
Certificates, the Class A Fixed Pass-Through Rate. The 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 August 2004, 100%. As to any Distribution
Date subsequent to August 2004 to and including the Distribution Date in August
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 August 2005 to and including the Distribution Date in August
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 August 2006 to and including the Distribution Date in August
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 August 2007 to and including the Distribution Date in August
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 August 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 August
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 September 2004 and August 2005,
(2) 35% of the Original Class B Principal Balance if such Distribution Date
occurs between and including September 2005 and August 2006, (3) 40% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including September 2006 and August 2007, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including
September 2007 and August 2008, and (5) 50% of the Original Class B Principal
Balance if such Distribution Date occurs during or after September 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 Trustee, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
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-PO
Certificates and Class A-R Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date
and any Class of Class A Certificates, the amount, if any, by which the
aggregate of the Class A Interest Shortfall Amounts for such Class for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class on prior Distribution Dates pursuant to Paragraph second of Section
4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee 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-PO Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class
A-PO Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to
the Cross-Over Date, the difference between (A) the sum of (x) the amount by
which the sum of the Class A-PO Optimal Principal Amounts for all prior
Distribution Dates exceeded the amounts distributed on the Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph third clause
(B) of Section 4.01(a) and (y) the sum of the product for each Discount Mortgage
Loan which became a Liquidated Loan at any time on or prior to the last day of
the applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum as to each Outstanding Mortgage Loan, of the product
of (x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the
Due Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that
was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class
A-R Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any
Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.500%
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 Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trustee in respect of such defective
Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date,
the Original Class B-1 Principal Balance. As of any subsequent Determination
Date, the lesser of (i) the Original Class B-1 Principal Balance less the sum of
(a) all amounts previously distributed in respect of the Class B-1 Certificates
on prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trustee in respect of such defective
Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-2 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-2 Prepayment Percentage for such Distribution Date will
be zero.
Class B-2 Principal Balance: As to the first Determination Date,
the Original Class B-2 Principal Balance. As of any subsequent Determination
Date, the lesser of (i) the Original Class B-2 Principal Balance less the sum of
(a) all amounts previously distributed in respect of the Class B-2 Certificates
on prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trustee in respect of such defective
Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-3 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-3 Prepayment Percentage for such Distribution Date will
be zero.
Class B-3 Principal Balance: As to the first Determination Date,
the Original Class B-3 Principal Balance. As of any subsequent Determination
Date, the lesser of (i) the Original Class B-3 Principal Balance less the sum of
(a) all amounts previously distributed in respect of the Class B-3 Certificates
on prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trustee in respect of such defective
Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-4 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-4 Prepayment Percentage for such Distribution Date will
be zero.
Class B-4 Principal Balance: As to the first Determination Date,
the Original Class B-4 Principal Balance. As of any subsequent Determination
Date, the lesser of (i) the Original Class B-4 Principal Balance less the sum of
(a) all amounts previously distributed in respect of the Class B-4 Certificates
on prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trustee in respect of such defective
Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-5 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-5 Prepayment Percentage for such Distribution Date will
be zero.
Class B-5 Principal Balance: As to the first Determination Date,
the Original Class B-5 Principal Balance. As of any subsequent Determination
Date, the lesser of (i) the Original Class B-5 Principal Balance less the sum of
(a) all amounts previously distributed in respect of the Class B-5 Certificates
on prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum
of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trustee in respect of such defective
Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class B-6
Percentage for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Subordinated Prepayment Percentage by (ii) a fraction, the
numerator of which is the Class B-6 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive distributions of principal in accordance with the provisions
of Section 4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution
Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date,
the Original Class B-6 Principal Balance. As of any subsequent Determination
Date, the lesser of (i) the Original Class B-6 Principal Balance less the sum of
(a) all amounts previously distributed in respect of the Class B-6 Certificates
on prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a) and (b) the Realized Losses allocated through such Determination Date to
the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates,
as set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended
from time to time, any successor statutes thereto, and applicable U.S.
Department of the Treasury temporary or final regulations promulgated
thereunder.
Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Cross-Over Date with respect to
any Unscheduled Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at
the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through
the last day of the month in which such Unscheduled
Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Class A
Certificates pursuant to Paragraph first of Section 4.01(a) on such Distribution
Date.
Current Class B Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Class B
Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth,
seventeenth and twentieth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates by the sum of the Class A Non-PO
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the sum of the Principal Balances of the Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-4
Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution
Date subsequent to the first Distribution Date, the percentage obtained by
dividing the Principal Balance of the Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which
is not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time
to time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in
each of the Servicing Agreements, with respect to the Mortgage Loans. In
determining whether the Custodial P&I Account under any Servicing Agreement is
"acceptable" to the Master Servicer (as may be required by the definition of
"Eligible Account" contained in the Servicing Agreements), the Master Servicer
shall require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian,
if any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of 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.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then-outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that results in a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the
related Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.500%.
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 Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the
following obligations and securities which shall mature not later than the
Business Day preceding the Distribution Date next succeeding the date of such
investment, provided that such investments continue to qualify as "cash flow
investments" as defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia receiving
the highest short-term or highest long-term rating of each Rating Agency,
or such lower rating as would not result in the downgrading or withdrawal
of the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in
the highest long-term commercial or finance company paper rating category
of each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the case
of the principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to each Rating Agency at
the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by either Rating
Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss
represented by the ratio of (a) the excess of the Aggregate Current Bankruptcy
Losses over the then-applicable Bankruptcy Loss Amount, divided by (b) the
Aggregate Current Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy
Loss occurring with respect to a Mortgage Loan on or after the Cross-Over Date
will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-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-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates is September 25, 2014 which
corresponds to the "latest possible maturity date" for purposes of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.500%,
(b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a
per annum rate equal to the greater of (a) zero and (b) the Mortgage Interest
Rate on such Mortgage Loan minus the sum of (i) 6.500%, (ii) the Servicing Fee
Rate and (iii) the Master Servicing Fee Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if
any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date over (ii) the sum of the unpaid principal balance of each such Liquidated
Loan plus accrued and unpaid interest at the applicable Mortgage Interest Rate
on the unpaid principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor (or, in the case of a Liquidated Loan that had been
an REO Mortgage Loan, from the Due Date to which interest was last deemed to
have been paid) to the first day of the month in which such Distribution Date
occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $4,000,616.98 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), (a) the
product of (i) 1/12th of the Class A Pass-Through Rate for such Class and (ii)
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (b) the Class A Interest Percentage of such Class of (i)
any Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (ii) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (iii) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B
Certificates, an amount equal to (i) the product of 1/12th of the Class B
Pass-Through Rate and the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the Class B
Interest Percentage of such Class of (x) any Non-Supported Interest Shortfall
allocated to the Class B Certificates with respect to such Distribution Date and
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class B Certificates with
respect to such Distribution Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the
related Mortgaged Property has been acquired, liquidated or foreclosed and with
respect to which the applicable Servicer determines that all Liquidation
Proceeds which it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in
connection with the liquidation of any defaulted Mortgage Loan or property
acquired in respect thereof (including, without limitation, legal fees and
expenses, committee or referee fees, and, if applicable, brokerage commissions
and conveyance taxes), any unreimbursed advances expended by such Servicer
pursuant to its Servicing Agreement or the Master Servicer or Trustee pursuant
hereto respecting the related Mortgage Loan, including any unreimbursed advances
for real property taxes or for property restoration or preservation of the
related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association, or
its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
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: The Additional Collateral, as defined
in the MLCC Servicing Agreement.
MLCC Additional Collateral Mortgage Loans: The 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 August 27, 1999 between Norwest Mortgage, as seller, and
the Seller, as purchaser.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the
Mortgage Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans
transferred to the Trustee on the Closing Date as part of the Trust Estate and
attached hereto as Exhibits F-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;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3 Mortgage Loan, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively
set forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and
assigned to the Trustee on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan together with
any related Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount,
if any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.25
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net
of any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.500%.
Nonrecoverable Advance: Any portion of a Periodic Advance
previously made or proposed to be made in respect of a Mortgage Loan which has
not been previously reimbursed to the Servicer, the Master Servicer or the
Trustee, as the case may be, and which the Servicer, the Master Servicer or the
Trustee determines will not, or in the case of a proposed Periodic Advance would
not, be ultimately recoverable from Liquidation Proceeds or other recoveries in
respect of the related Mortgage Loan. The determination by the Servicer, the
Master Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or
(ii) that any proposed Periodic Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the
Servicer delivered to the Master Servicer for redelivery to the Trustee or, in
the case of a Master Servicer determination, an Officer's Certificate of the
Master Servicer delivered to the Trustee, in each case detailing the reasons for
such determination.
Non-Supported Interest Shortfall: With respect to any
Distribution Date, the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Cross-Over Date, the Non-Supported Interest Shortfall
determined pursuant to the preceding sentence will be increased by the amount of
any Cross-Over Date Interest Shortfall for such Distribution Date. Any
Non-Supported Interest Shortfall will be allocated to (a) the Class A
Certificates according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in
interest.
Norwest Mortgage Correspondents: The entities listed on the
Mortgage Loan Schedule, from which Norwest Mortgage purchased the Mortgage
Loans.
Norwest Servicing Agreement: The Servicing Agreement providing
for the servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage
Loans initially by Norwest Mortgage.
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.
Opinion of Counsel: A written opinion of counsel, who may be
outside or salaried counsel for the Seller, a Servicer or the Master Servicer,
or any affiliate of the Seller, a Servicer or the Master Servicer, acceptable to
the Trustee if such opinion is to be delivered to the Trustee; provided,
however, that with respect to REMIC matters, matters relating to the
determination of Eligible Accounts or matters relating to transfers of
Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or 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 and Class A-R Certificates, as set
forth in Section 11.06.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-2 Principal Balance, the Original Class B-3 Principal Balance, the
Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and
the Original Class B-6 Principal Balance by the sum of the Original Class A
Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-1 Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-2 Fractional Interest is specified in
Section 11.17.
Original Class B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-4 Principal Balance, the Original Class B-5 Principal Balance and the
Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO
Principal Balance and the Original Class B Principal Balance. The Original Class
B-3 Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-4 Fractional Interest is specified in
Section 11.19.
Original Class B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-5 Fractional
Interest is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal
Balances of the Classes of Class A Certificates as set forth in Section 11.05;
the Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as
of the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than
the Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or
the Custodian, if any) for each Mortgage Loan that contains the documents
specified in the Servicing Agreements or, in the case of each Mortgage Loan
serviced by Bank United or Merrill Lynch Credit Corporation, the documents
specified in the Bank United Mortgage Loan Sale Agreement and the MLCC Mortgage
Loan Purchase Agreement under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
Parent Power(R) Guaranty Agreement for Real Estate: As defined in
the MLCC Servicing Agreement.
Parent Power(R) Guaranty and Security Agreement for Security
Account: As defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section
4.03(b).
Percentage Interest: With respect to a Class A Certificate of a
Class , the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be
made by a Servicer on any Distribution Date pursuant to its Servicing Agreement
or by the Master Servicer or the Trustee hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trustee and (ii) by the amount of any
related Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trustee, as the case may be and (z) have not been
determined by the Master Servicer, such Servicer or Trustee to be Nonrecoverable
Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool 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 Trustee 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
Trustee 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 Trustee 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 Trustee;
(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 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.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to
any Class of Class A Certificates, the Original Principal Balance of such Class.
As of any subsequent Determination Date prior to the Cross-Over Date and as to
any Class of Class A Certificates (other than the Class A-PO Certificates), the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of such Class on prior Distribution Dates (i)
pursuant to Paragraph third clause (A) of Section 4.01(a) and (ii) as a result
of a Principal Adjustment and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over
Date and as to the Class A-PO Certificates, the Original Principal Balance of
such Class less the sum of (a) all amounts previously distributed in respect of
the Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses
allocated through such Determination Date to the Class A-PO Certificates
pursuant to Section 4.02(b). After the Cross-Over Date, such Principal Balance
will also be reduced on each Determination Date by an amount equal to the
difference, if any, between such Principal Balance as of such Determination Date
without regard to this sentence and the Adjusted Pool Amount (PO Portion) for
the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan
which is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prudent Servicing Practices: The standard of care set forth in
each Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit
rating agency, or its successor, that rated one or more Classes of the
Certificates at the request of the Seller at the time of the initial issuance of
the Certificates. The Rating Agencies for the Class A Certificates 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 and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean D-1+ in the case of DCR, A-1+ in the case of S&P and in the case of
any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA, and in the case of any other Rating Agency shall mean its equivalent of
such rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.
Record Date: The last Business Day of the month preceding the
month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of Part IV of
Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and
U.S. Department of the Treasury temporary, proposed or final regulations
promulgated thereunder, as the foregoing are in effect (or with respect to
proposed regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated
Loan and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage
Loan (including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the
form attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of
1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in
interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Norwest Mortgage, Inc., National City Mortgage
Company, FT Mortgage Companies, SunTrust Mortgage, Inc., Merrill Lynch Credit
Corporation, Bank United, NOVUS Financial Corporation and Bank of Oklahoma, N.A.
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, or the Servicer or
any of their agents or employees; or (3) errors in design, faulty workmanship or
faulty materials, unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an
amount equal to $2,000,308.49 minus the sum of (i) the aggregate amount of
Special Hazard Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut-Off Date,
the Special Hazard Adjustment Amount shall be calculated and shall be equal to
the amount, if any, by which the amount calculated in accordance with the
preceding sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and 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 Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee, to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor Trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing
for the action, consent or approval of the Holders of all Certificates
evidencing specified Voting Interests in the Trust Estate, the Holders of each
Class of Certificates will collectively be entitled to the then applicable
percentage of the aggregate Voting Interest represented by all Certificates
equal to the ratio obtained by dividing the Principal Balance of such Class by
the sum of the Class A Principal Balance and the Class B Principal Balance. Each
Certificateholder of a Class will have a Voting Interest equal to the product of
the Voting Interest to which such Class is collectively entitled and the
Percentage Interest in such Class represented by such Holder's Certificates.
With respect to any provisions hereof providing for action, consent or approval
of each Class of Certificates or specified Classes of Certificates, each
Certificateholder of a Class will have a Voting Interest in such Class equal to
such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any
Distribution Date, a rate per annum equal to the average, expressed as a
percentage of the Net Mortgage Interest Rates of all Mortgage Loans that were
Outstanding Mortgage Loans as of the Due Date in the month preceding the month
of such Distribution Date, weighted on the basis of the respective Scheduled
Principal Balances of such Mortgage Loans.
SECTION 1.02 ACTS OF HOLDERS.
(a)Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b)The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c)The ownership of Certificates (whether or not such
Certificates shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Trustee and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Seller nor the Master Servicer shall be affected by any notice
to the contrary.
(d)Any request, demand, authorization, direction, notice,
consent, waiver or other action of the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Seller or the Master Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table
of Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each 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
Trustee, as initial Custodian, on or before the Closing Date, an Owner Mortgage
Loan File. If any Mortgage or an assignment of a Mortgage to the Trustee or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trustee promptly following its recordation, but in no event later than
one (1) year following the Closing Date. The Seller shall also cause to be
delivered to the Trustee any other original mortgage loan document to be
included in the Owner Mortgage Loan File if a copy thereof has been delivered.
The Seller shall pay from its own funds, without any right of reimbursement
therefor, the amount of any costs, liabilities and expenses incurred by the
Trust Estate by reason of the failure of the Seller to cause to be delivered to
the Trustee within one (1) year following the Closing Date any original Mortgage
or assignment of a Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller
may, to the extent set forth in the applicable Servicing Agreement, deliver or
cause to be delivered to the Trustee the assignment of the Mortgage Loan from
the Seller to the Trustee in a form suitable for recordation, together with an
Opinion of Counsel to the effect that recording is not required to protect the
Trustee's right, title and interest in and to the related Mortgage Loan or, in
case a court should recharacterize the sale of the Mortgage Loans as a
financing, to perfect a first priority security interest in favor of the Trustee
in the related Mortgage Loan. In the event that the Master Servicer receives
notice that recording is required to protect the right, title and interest of
the Trustee in and to any such Mortgage Loan for which recordation of an
assignment has not previously been required, the Master Servicer shall promptly
notify the Trustee and the Trustee shall within five Business Days (or such
other reasonable period of time mutually agreed upon by the Master Servicer and
the Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
The Trustee acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments and other documents required to be delivered on the
Closing Date pursuant to Section 2.01 above and declares that it holds and will
hold such documents and the other documents constituting a part of the Owner
Mortgage Loan Files delivered to it in trust, upon the trusts herein set forth,
for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the
purchase price shall be deposited by the Seller in the Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be
delivered to the Trustee and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan,
shall be deposited in the Certificate Account. The Monthly Payment on the
Substitute Mortgage Loan for the Due Date in the month of substitution shall not
be part of the Trust Estate. Upon receipt by the Trustee of written notification
of any such deposit signed by an officer of the Seller, or the new Owner
Mortgage Loan File, as the case may be, the Trustee shall release to the Seller
the related Owner Mortgage Loan File and shall execute and deliver such
instrument of transfer or assignment, in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a Custodial Agreement substantially
in the form of Exhibit E hereto pursuant to which the Trustee appoints a
Custodian to hold the Mortgage Notes, the Mortgages, the assignments and other
documents related to the Mortgage Loans received by the Trustee, in trust for
the benefit of all present and future Certificateholders, which may provide,
among other things, that the Custodian shall conduct the review of such
documents required under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE
MASTER SERVICER AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association
duly chartered and validly existing in good standing under the laws of
the United States;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's corporate charter
or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material contract, agreement or other instrument to
which the Master Servicer is a party or which may be applicable to the
Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Seller, constitutes a
valid, legal and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan
Schedule was true and correct in all material respects at the date or
dates respecting which such information is furnished as specified in the
Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to
sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable
first lien on the property therein described, and the Mortgaged Property
is free and clear of all encumbrances and liens having priority over the
first lien of the Mortgage except for liens for real estate taxes and
special assessments not yet due and payable and liens or interests
arising under or as a result of any federal, state or local law,
regulation or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute or homeowners
association fees; and if the Mortgaged Property consists of shares of a
cooperative housing corporation, any lien for amounts due to the
cooperative housing corporation for unpaid assessments or charges or any
lien of any assignment of rents or maintenance expenses secured by the
real property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document related to,
and delivered to the Trustee or to the Custodian with, any Mortgage
establishes in the Seller a valid and subsisting first lien on the
property described therein and the Seller has full right to sell and
assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the
Mortgage or the related Mortgage Note has modified the Mortgage or the
related Mortgage Note in any material respect, satisfied, canceled or
subordinated the Mortgage in whole or in part, released the Mortgaged
Property in whole or in part from the lien of the Mortgage, or executed
any instrument of release, cancellation, modification or satisfaction,
except in each case as is reflected in an agreement delivered to the
Trustee or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance
premiums, and water, sewer and municipal charges, which previously
became due and owing have been paid, or an escrow of funds has been
established, to the extent permitted by law, in an amount sufficient to
pay for every such item which remains unpaid; and the Seller has not
advanced funds, or received any advance of funds by a party other than
the Mortgagor, directly or indirectly (except pursuant to any Subsidy
Loan arrangement) for the payment of any amount required by the
Mortgage, except for interest accruing from the date of the Mortgage
Note or date of disbursement of the Mortgage Loan proceeds, whichever is
later, to the day which precedes by thirty days the first Due Date under
the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes
no representations), so as to affect adversely the value of the
Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for the total or
partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all
mechanics' and materialmen's liens or liens in the nature thereof;
provided, however, that this warranty shall be deemed not to have been
made at the time of the initial issuance of the Certificates if a title
policy affording, in substance, the same protection afforded by this
warranty is furnished to the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares
and Mortgage Loans secured by residential long-term leases, the
Mortgaged Property consists of a fee simple estate in real property; all
of the improvements which are included for the purpose of determining
the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such property and no
improvements on adjoining properties encroach upon the Mortgaged
Property (unless insured against under the related title insurance
policy); and to the best of the Seller's knowledge, the Mortgaged
Property and all improvements thereon comply with all requirements of
any applicable zoning and subdivision laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from,
applicable state or federal laws, regulations and other requirements,
pertaining to usury, and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued
with respect to all occupied portions of the Mortgaged Property and,
with respect to the use and occupancy of the same, including, but not
limited to, certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate
authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan
had more than one delinquency in the 12 months preceding the Cut-Off
Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is the
legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the Seller's
knowledge, all parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage has been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or
local law with respect to the origination of the Mortgage Loans
including, without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loans have been complied
with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which
could not be completed due to weather and escrow funds for the
completion of swimming pools); and all costs, fees and expenses incurred
in making, closing or recording the Mortgage Loan have been paid, except
recording fees with respect to Mortgages not recorded as of the Closing
Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured
by a Mortgaged Property located in any jurisdiction, as to which an
opinion of counsel of the type customarily rendered in such jurisdiction
in lieu of title insurance is instead received) is covered by an
American Land Title Association mortgagee title insurance policy or
other generally acceptable form of policy or insurance acceptable to
FNMA or FHLMC, issued by a title insurer acceptable to FNMA or FHLMC
insuring the originator, its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the
Mortgage Loan and subject only to (A) the lien of current real property
taxes and assessments not yet due and payable, (B) covenants, conditions
and restrictions, rights of way, easements and other matters of public
record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the Mortgaged
Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage
Loan, (C) liens created pursuant to any federal, state or local law,
regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties
are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of such
mortgagee title insurance policy, the assignment to the Trustee of the
Seller's interest in such mortgagee title insurance policy does not
require any consent of or notification to the insurer which has not been
obtained or made, such mortgagee title insurance policy is in full force
and effect and will be in full force and effect and inure to the benefit
of the Trustee, no claims have been made under such mortgagee title
insurance policy, and no prior holder of the related Mortgage, including
the Seller, has done, by act or omission, anything which would impair
the coverage of such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan
is insured by an insurer acceptable to FNMA or FHLMC against loss by
fire and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of
the insurable value of the Mortgaged Property and the outstanding
principal balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage or loss on a
replacement cost basis; if the Mortgaged Property is a condominium unit,
it is included under the coverage afforded by a blanket policy for the
project; if upon origination of the Mortgage Loan, the improvements on
the Mortgaged Property were in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special
flood hazards, a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration is in effect
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (A) the outstanding principal
balance of the Mortgage Loan, (B) the full insurable value of the
Mortgaged Property and (C) the maximum amount of insurance which was
available under the National Flood Insurance Act of 1968, as amended;
and each Mortgage obligates the Mortgagor thereunder to maintain all
such insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii)No Mortgage Note or Mortgage is subject to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, nor will the operation of any of the terms of the
Mortgage Note or Mortgage, or the exercise of any right thereunder,
render the Mortgage Note or Mortgage unenforceable, in whole or in part,
or subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 180 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 Trustee in place of the related
Mortgage Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos
"living" trust, (i) such trust is in compliance with FNMA or FHLMC
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without
the lessor's consent and the acquisition by the holder of the Mortgage
of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially
similar protections; (3) the terms of such lease do not (a) allow the
termination thereof upon the lessee's default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity to
cure, such default, (b) allow the termination of the lease in the event
of damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving
proceeds of insurance) under the hazard insurance policy or policies
relating to the Mortgaged Property or (d) permit any increase in rent
other than pre-established increases set forth in the lease; (4) the
original term of such lease is not less than 15 years; (5) the term of
such lease does not terminate earlier than five years after the maturity
date of the Mortgage Note; and (6) the Mortgaged Property is located in
a jurisdiction in which the use of leasehold estates in transferring
ownership in residential properties is a widely accepted practice.
Notwithstanding the foregoing, no representations or warranties
are made by the Seller as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive delivery of the
respective Owner Mortgage Loan Files to the Trustee and shall inure to the
benefit of the Trustee notwithstanding any restrictive or qualified endorsement
or assignment.
(c)Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Owner Mortgage Loan Files to it, and, concurrently
with such delivery, has executed and delivered to or upon the order of the
Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate," receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
September 25, 2014 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 Trustee, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased
by the Seller pursuant to Section 2.02 or 2.03 or that is auctioned by
the Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor
or, where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any
Servicer for Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to
amounts received on or in respect of particular Mortgage Loans
(including, for this purpose, Liquidation Proceeds, REO Proceeds and
proceeds from the purchase, sale, repurchase or substitution of Mortgage
Loans pursuant to Sections 2.02, 2.03, 3.08 or 9.01) respecting which
any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the
Trustee for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer
from Liquidation Proceeds for Liquidation Expenses and for amounts
expended by the Master Servicer or any Servicer pursuant hereto or to
any Servicing Agreement, respectively, in good faith in connection with
the restoration of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or
other recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the
Trustee (or, in certain cases, the Seller) for expenses incurred by it
(including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or
the second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within
the meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect
to each Mortgage Loan or property acquired in respect thereof that has
been repurchased or replaced pursuant to Section 2.02 or 2.03 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased pursuant to Section 3.08 or 9.01, all amounts
received thereon and not required to be distributed as of the date on
which the related repurchase or purchase price or Scheduled Principal
Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts
and in the manner provided for herein;
(viii) to pay to the Master Servicer any interest earned
on or investment income with respect to funds in the Certificate
Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to the
related Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount
deposited in the Certificate Account that was not required to be
deposited therein;
(xi) to clear and terminate the Certificate Account
pursuant to Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor
payment on account of interest or other recovery (including Net REO
Proceeds) with respect to a particular Mortgage Loan, the Fixed Retained
Yield, if any, with respect to such Mortgage Loan; provided, however,
that with respect to any payment of interest received by the Master
Servicer in respect of a Mortgage Loan (whether paid by the Mortgagor or
received as Liquidation Proceeds, Insurance Proceeds or otherwise) which
is less than the full amount of interest then due with respect to such
Mortgage Loan, only that portion of such payment of interest that bears
the same relationship to the total amount of such payment of interest as
the Fixed Retained Yield Rate, if any, in respect of such Mortgage Loan
bears to the Mortgage Interest Rate shall be allocated to the Fixed
Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUSTEE.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In 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 Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced by Norwest Mortgage or such Other Servicer, (iii)
the amount that the Trustee 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 Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to
be reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04 TRUSTEE TO COOPERATE;
RELEASE OF OWNER MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release
in connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer
of a Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE;
ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the
Master Servicer shall deliver to the Trustee a statement setting forth the
status of the Certificate Account as of the close of business on such
Distribution Date stating that all distributions required to be made by the
Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trustee to any Certificateholder upon
written request, provided such statement is delivered, or caused to be
delivered, by the Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY
REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant
to Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter
into an amendment to the Norwest Servicing Agreement for the purposes
described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (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 Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trustee or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall
consult fully with each Servicer as may be necessary from time to time to
perform and carry out the Master Servicer's obligations hereunder and otherwise
exercise reasonable efforts to encourage such Servicer to perform and observe
the covenants, obligations and conditions to be performed or observed by it
under its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint 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 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 Trustee the certification required by Section 3.04 and the
Trustee and the Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
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 Trustee shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trustee provides Norwest Mortgage written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trustee shall terminate the Norwest Servicing
Agreement without the recommendation of the Master Servicer. The Master Servicer
shall indemnify the Trustee and hold it harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing Agreement at the direction of the
Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee
may enter into a substitute Servicing Agreement with the Master Servicer or, at
the Master Servicer's nomination, with another mortgage loan service company
acceptable to the Trustee, the Master Servicer and each Rating Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by such Servicer under such terminated Servicing
Agreement. Until such time as the Trustee enters into a substitute servicing
agreement with respect to the Mortgage Loans previously serviced by such
Servicer, the Master Servicer shall assume, satisfy, perform and carry out all
obligations which otherwise were to have been satisfied, performed and carried
out by such Servicer under its terminated Servicing Agreement. However, in no
event shall the Master Servicer be deemed to have assumed the obligations of a
Servicer to advance payments of principal and interest on a delinquent Mortgage
Loan in excess of the Master Servicer's independent Periodic Advance obligation
under Section 3.03 of this Agreement. As compensation for the Master Servicer of
any servicing obligations fulfilled or assumed by the Master Servicer, the
Master Servicer shall be entitled to any servicing compensation to which a
Servicer would have been entitled if the Servicing Agreement with such Servicer
had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 1934 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all
filings required to be made by the Seller with respect to the Class A
Certificates (other than the Class A-PO Certificates) and the Class B-1, Class
B-2 and Class B-3 Certificates pursuant to the Securities Exchange Act of 1934,
as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Pool Distribution Amount will
be applied in the following amounts, to the extent the Pool Distribution Amount
is sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata,
based upon their respective Interest Accrual Amounts, in an aggregate
amount up to the Class A Interest Accrual Amount with respect to such
Distribution Date;
second, to the Classes of Class A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an
aggregate amount up to the Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other
than the Class A-PO Certificates) and the Class A-PO Certificates, pro
rata, based on their respective Class A Non-PO Optimal Principal Amount
and Class A-PO Optimal Principal Amount, (A) to the Classes of Class A
Certificates (other than the Class A-PO Certificates), in an aggregate
amount up to the Class A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Classes in accordance with
Section 4.01(b) or Section 4.01(c), as applicable, and (B) to the Class
A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to
the Class A-PO Deferred Amount from amounts otherwise distributable
(without regard to this Paragraph fourth) first to the Class B-6
Certificates pursuant to Paragraph twenty-second, below, second to the
Class B-5 Certificates pursuant to Paragraph nineteenth, below, third to
the Class B-4 Certificates pursuant to Paragraph sixteenth, below,
fourth to the Class B-3 Certificates pursuant to Paragraph thirteenth,
below, fifth to the Class B-2 Certificates pursuant to Paragraph tenth
below, and sixth to the Class B-1 Certificates pursuant to Paragraph
seventh below;
fifth, to the Class B-1 Certificates in an amount up to
the Interest Accrual Amount for the Class B-1 Certificates with respect
to such Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to
the Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to
the Class B-1 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-1 Certificates pursuant to this
Paragraph seventh will be reduced by the amount, if any, that would have
been distributable to the Class B-1 Certificates hereunder used to pay
the Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to
the Interest Accrual Amount for the Class B-2 Certificates with respect
to such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to
the Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to
the Class B-2 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-2 Certificates pursuant to this
Paragraph tenth will be reduced by the amount, if any, that would have
been distributable to the Class B-2 Certificates hereunder used to pay
the Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to
the Interest Accrual Amount for the Class B-3 Certificates with respect
to such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to
the Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up
to the Class B-3 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-3 Certificates pursuant to this
Paragraph thirteenth will be reduced by the amount, if any, that would
have been distributable to the Class B-3 Certificates hereunder used to
pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
fourteenth, to the Class B-4 Certificates in an amount up
to the Interest Accrual Amount for the Class B-4 Certificates with
respect to such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up
to the Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up
to the Class B-4 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-4 Certificates pursuant to this
Paragraph sixteenth will be reduced by the amount, if any, that would
have been distributable to the Class B-4 Certificates hereunder used to
pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
seventeenth, to the Class B-5 Certificates in an amount up
to the Interest Accrual Amount for the Class B-5 Certificates with
respect to such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up
to the Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up
to the Class B-5 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-5 Certificates pursuant to this
Paragraph nineteenth will be reduced by the amount, if any, that would
have been distributable to the Class B-5 Certificates hereunder used to
pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
twentieth, to the Class B-6 Certificates in an amount up
to the Interest Accrual Amount for the Class B-6 Certificates with
respect to such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount
up to the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount
up to the Class B-6 Optimal Principal Amount; provided, however, that
the amount distributable to the Class B-6 Certificates pursuant to this
Paragraph twenty-second will be reduced by the amount, if any, that
would have been distributable to the Class B-6 Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph
fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to
such Distribution Date minus any portion thereof payable to a Servicer pursuant
to Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the
Principal Adjustment, if any, attributable to any Class of Class B Certificates
will be allocated to the Classes of Class A Certificates (other than the Class
A-PO Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(b)On each Distribution Date occurring prior to the Cross-Over
Date, the Class A Non-PO Principal Distribution Amount will be allocated among
and distributed in reduction of the Principal Balances of the Classes of Class A
Certificates (other than the Principal Balance of the Class A-PO Certificates)
in accordance with the following priorities:
first, to the Class A-R Certificate, until the Principal
Balance thereof has been reduced to zero; and
second, to the Class A-1 Certificates, until the Principal
Balance thereof has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class
B Certificates are eligible to receive distributions of principal with respect
to any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class
B-1 Principal Balance is greater than zero, the Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class
B-2 Principal Balance is greater than zero, the Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall not
be eligible to receive distributions of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class
B-3 Principal Balance is greater than zero, the Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible
to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class
B-4 Principal Balance is greater than zero, the Class B-5
and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class
B-5 Principal Balance is greater than zero, the Class B-6
Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution
Date the aggregate distributions to Holders of the Classes of Class B
Certificates entitled to receive distributions of principal would reduce
the Principal Balances of the Classes of Class B Certificates entitled
to receive distributions of principal below zero, first the Class B
Prepayment Percentage of any affected Class of Class B Certificates for
such Distribution Date beginning with the affected Class with the lowest
numerical Class designation and then, if necessary, the Class B
Percentage of such Class of the Class B Certificates for such
Distribution Date shall be reduced to the respective percentages
necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be
recomputed substituting for the Subordinated Prepayment Percentage and
Subordinated Percentage in such computations the difference between (A)
the Subordinated Prepayment Percentage or Subordinated Percentage, as
the case may be, and (B) the percentages determined in accordance with
the preceding sentence necessary to bring the Principal Balances of the
affected Classes of Class B Certificates to zero; provided, however,
that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment
Percentage and the Class B Percentage of the Class of Class B
Certificates with the lowest numerical Class designation which would
otherwise be ineligible to receive distributions of principal in
accordance with this Section shall equal the remainder of the
Subordinated Prepayment Percentage for such Distribution Date minus the
sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date
minus the sum of the Class B Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any,
respectively. Any entitlement of any Class of Class B Certificates to
principal payments solely pursuant to this clause (ii) shall not cause
such Class to be regarded as being eligible to receive principal
distributions for the purpose of applying the definition of its Class B
Percentage or Class B Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds remitted to it by the Master Servicer,
distribute to each Certificateholder of record on the preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution to
Certificateholders or in the last paragraph of this Section 4.01(e) respecting
the final distribution in respect of any Class) either in immediately available
funds by wire transfer to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
holds Certificates having a Denomination at least equal to that specified in
Section 11.23, and has so notified the Master Servicer or, if applicable, the
Paying Agent at least seven Business Days prior to the Distribution Date or, if
such Holder holds Certificates having, in the aggregate, a Denomination less
than the requisite minimum Denomination or if such Holder holds the Class A-R
Certificate or has not so notified the Paying Agent, by check mailed to such
Holder at the address of such Holder appearing in the Certificate Register, such
Holder's share of the Class A Distribution Amount with respect to each Class of
Class A Certificates and the Class B Distribution Amount with respect to each
Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion
of Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other
than the Class A-PO Certificates) and Class A-PO Certificates, pro rata,
based on the Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion
of Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A
Certificates or Class B Certificates pursuant to Section 4.02(a) or Section
4.02(b) shall be allocated among the Certificates of such Class based on their
Percentage Interests.
(d) In the event that there is a Recovery of an amount in respect
of principal of a Mortgage Loan which had previously been allocated as a
Realized Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates based on their Class A
Interest Percentages. Any such loss allocated to the Class B Certificates will
be allocated among the outstanding Classes of Class B Certificates based on
their Class B Interest Percentages. In addition, after the Class B Principal
Balance has been reduced to zero, the interest portion of Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) will be allocated among the outstanding Classes of Class A Certificates
based on their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section
4.02 will be allocated on the Determination Date in the second month following
the month in which such loss was incurred with respect to the preceding
Distribution Date.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the
Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer
for distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment
Account, which shall be a separate trust account and an Eligible Account, in
which the Master Servicer shall cause to be deposited from funds in the
Certificate Account or, to the extent required hereunder, from its own funds (i)
at or before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUSTEE AND
THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e),
the Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each
Class of Class A Certificates allocable to principal, separately
identifying the aggregate amount of any Unscheduled Principal Receipts
included therein;
(ii) (a) the amount of such distribution to Holders of
each Class of Class A Certificates allocable to interest, (b) the amount
of the Current 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 B of Class
B Certificates after giving effect to such distribution, (d) the amount
of any Non-Supported Interest Shortfall allocated to each Class of Class
B Certificates for such Distribution Date, and (e) the interest portion
of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to each Class of Class B Certificates for
such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer,
the Master Servicer or the Trustee pursuant to the Servicing Agreements
or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(vii) the Class A Principal Balance, the Principal Balance
of each Class of Class A Certificates, the Class B Principal Balance and
the Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount
(PO Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal Balance
of the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by Norwest Mortgage and, collectively, by the
Other Servicers as of such Distribution Date;
(x) the Class A Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a Servicer
during such Applicable Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Prepayment Percentages for the following
Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a Servicer
during such Applicable Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of
Mortgage Loans delinquent (a) one month, (b) two months and (c) three
months or more;
(xv) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss
Amount, Fraud Loss Amount and Bankruptcy Loss Amount as of the close of
business on such Distribution Date;
(xviii) the principal and interest portions of Realized
Losses allocated as of such Distribution Date and the amount of such
Realized Losses constituting Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated
to each Class of Class B Certificates in accordance with Section 4.02(a)
since the Relevant Anniversary;
(xx) the amount by which the Principal Balance of each
Class of Class B Certificates has been reduced as a result of Realized
Losses allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as
to which the Servicer of such Mortgage Loan has determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances;
(xxii) the amount of the aggregate Servicing Fees and
Master Servicing Fees paid (and not previously reported) with respect to
the related Distribution Date and the amount by which the aggregate
Available Master Servicer Compensation has been reduced by the
Prepayment Interest Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master
Servicer deems necessary or desirable to enable Certificateholders to
prepare their tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day
preceding each Distribution Date, the Master Servicer shall furnish a statement
to the Trustee, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
and the Paying Agent shall be protected in relying upon the same without any
independent check or verification.
In addition to the reports required pursuant to this Section
4.04, the Master Servicer shall make available upon request to each Holder and
each proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the
Cut-Off Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions
to be made on the Certificates and all losses to be allocated to the
Certificates. In the event that the Master Servicer concludes that any ambiguity
or uncertainty exists in any provisions of this Agreement relating to
distributions to be made on the Certificates or the allocation of losses to the
Certificates, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class A-PO, Class A-R, Class B-5 and Class B-6 Certificates) that
evidences one Single Certificate plus such additional principal portion as is
required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance of such Class), and shall be substantially in the
respective forms set forth as Exhibits A-1, A-PO, A-R, B-1, B-2, B-3, B-4, B-5,
B-6 and C (reverse side of Certificates) hereto. On original issue the
Certificates shall be executed and delivered by the Trustee to or upon the order
of the Seller upon receipt by the Trustee or the Custodian of the documents
specified in Section 2.01. The aggregate principal portion evidenced by the
Class A and Class B Certificates shall be the sum of the amounts specifically
set forth in the respective Certificates. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trustee by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless manually countersigned by a Responsible Officer of the Trustee,
or unless there appears on such Certificate a certificate of authentication
executed by the Authenticating Agent by manual signature, and such
countersignature or certificate upon a Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the 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 Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section
5.01(b) conflict with any other provisions of this Agreement, the
provisions of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised
only through the Clearing Agency and shall be limited to those
established by law, the rules, regulations and procedures of the
Clearing Agency and agreements between such Beneficial Owners and the
Clearing Agency and/or the Clearing Agency Participants, and all
references in this Agreement to actions by Certificateholders shall,
with respect to the Book-Entry Certificates, refer to actions taken by
the Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Agreement to distributions,
notices, reports and statements to Certificateholders shall, with
respect to the Book-Entry Certificates, refer to distributions, notices,
reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be,
for distribution to Beneficial Owners in accordance with the procedures
of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the Certificates to
the Clearing Agency Participants, for distribution by such Clearing
Agency Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificate shall be made unless the registration requirements of the
Securities Act of 1933, as amended, and any applicable State securities laws are
complied with, or such transfer is exempt from the registration requirements
under said Act and laws. In the event that a transfer is to be made in reliance
upon an exemption from said Act or laws, (i) unless such transfer is made in
reliance on Rule 144A, the Trustee or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller, to the effect that such transfer may be made pursuant to
an exemption, describing the applicable exemption and the basis therefor, from
said Act and laws or is being made pursuant to said Act and laws, which Opinion
of Counsel shall not be an expense of the Trustee, the Seller or the Master
Servicer, and (ii) the Trustee shall require the transferee (other than an
affiliate of the Seller on the Closing Date) to execute an investment letter in
the form of Exhibit J hereto certifying to the Seller and the Trustee the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Seller or the Master Servicer. The Holder of a Class A-PO,
Class B-4, Class B-5 or Class B-6 Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Neither the Seller nor the Trustee
is under an obligation to register the Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be
made (other than the transfer of the Class A-PO Certificates to an affiliate of
the Seller on the Closing Date) unless the Trustee and the Seller shall have
received (i) a representation letter from the transferee in the form of Exhibit
J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) with respect to the Class B Certificates only, if such transferee is an
insurance company, (A) the source of funds used to purchase the Class B
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B Certificates are covered by Sections I and III of
PTE 95-60 or (ii) in the case of any such Class A-PO or Class B Certificate
presented for registration in the name of a Plan, or a trustee of any such Plan,
(A) an Opinion of Counsel satisfactory to the Trustee and the Seller to the
effect that the purchase or holding of such Class A-PO or Class B Certificate
will not result in the assets of the Trust Estate being deemed to be "plan
assets" and subject to the prohibited transaction provisions of ERISA, the Code
or Similar Law and will not subject the Trustee, the Seller or the Master
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Seller or
the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trustee, the Seller or the Master
Servicer. The Class A-PO and Class B Certificates shall bear a legend referring
to the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class A-R Certificate in connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or middleman), an
ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the
Certificate Registrar nor the Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not
executed in connection with the initial issuance of the Class A-R Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R Certificate shall bear a legend
referring to the foregoing restrictions contained in this paragraph and the
preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of the Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration
of transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to
as "applicants") apply in writing to the Trustee, and such application states
that the applicants desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a
Certificate, agrees with the Seller, the Master Servicer, the Certificate
Registrar and the Trustee that neither the Seller, the Master Servicer, the
Certificate Registrar nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names, addresses and Percentage
Interests of the Certificateholders hereunder, regardless of the source from
which such information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trustee initially
designates the Corporate Trust Office and the principal corporate trust office
of the Authenticating Agent, if any, as its offices and agencies for said
purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of
Book-Entry Certificates is required under this Agreement, unless and until
Definitive Certificates shall have been issued to Beneficial Owners pursuant to
Section 5.07, the Trustee shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting from any merger or consolidation
to which the Seller or Master Servicer shall be a party, or any Person
succeeding to the business of the Seller or Master Servicer, shall be the
successor of the Seller or Master Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that, in the
case of the Master Servicer, any such successor or resulting Person shall be
qualified to service mortgage loans for FNMA or FHLMC.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER,
THE MASTER SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor
nor any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A and Class B Certificates
in the same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee
equal to the Master Servicing Fee, as compensation for services rendered by the
Master Servicer under this Agreement. The Master Servicer also will be entitled
to any late reporting fees paid by a Servicer pursuant to its Servicing
Agreement and any investment income on funds on deposit in the Certificate
Account as additional compensation.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its
rights, benefits or privileges under this Agreement to any other Person, or
delegate to or subcontract with, or authorize or appoint any other Person to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer without the prior written consent of the Trustee, and any
agreement, instrument or act purporting to effect any such assignment, transfer,
delegation or appointment shall be void. Notwithstanding the foregoing, the
Master Servicer shall have the right without the prior written consent of the
Trustee (i) to assign its rights and delegate its duties and obligations
hereunder; provided, however, that (a) the purchaser or transferee accepting
such assignment or delegation is qualified to service mortgage loans for FNMA or
FHLMC, is satisfactory to the Trustee, in the exercise of its reasonable
judgment, and executes and delivers to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such purchaser or transferee of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Master Servicer hereunder from and after the date of such agreement; and (b)
each applicable Rating Agency's rating of any Certificates in effect immediately
prior to such assignment, sale or transfer is not reasonably likely to be
qualified, downgraded or withdrawn as a result of such assignment, sale or
transfer and the Certificates are not reasonably likely to be placed on credit
review status by any such Rating Agency; and (ii) to delegate to, subcontract
with, authorize, or appoint an affiliate of the Master Servicer to perform and
carry out any duties, covenants or obligations to be performed and carried out
by the Master Servicer under this Agreement and hereby agrees so to delegate,
subcontract, authorize or appoint to an affiliate of the Master Servicer any
duties, covenants or obligations to be performed and carried out by the Master
Servicer to the extent that such duties, covenants or obligations are to be
performed in any state or states in which the Master Servicer is not authorized
to do business as a foreign corporation but in which the affiliate is so
authorized. In no case, however, shall any permitted assignment and delegation
relieve the Master Servicer of any liability to the Trustee or the Seller under
this Agreement, incurred by it prior to the time that the conditions contained
in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
SECTION 6.08 MASTER SERVICER COVENANTS CONCERNING YEAR 2000 COMPLIANCE.
The Master Servicer covenants that it is working to modify its
computer and other systems used in the performance of its duties as Master
Servicer for the Certificates to operate in a manner such that, on and after
January 1, 2000, the Master Servicer can perform its duties in accordance with
the terms of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the
Master Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any
funds to the Paying Agent as required by Section 4.03 or (b) to
distribute or cause to be distributed to Certificateholders any payment
required to be made by the Master Servicer under the terms of this
Agreement which, in either case, continues unremedied for a period of
three business days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Master Servicer by the Trustee or to the Master Servicer and the Trustee
by the holders of Certificates evidencing in the aggregate not less than
25% of the aggregate Voting Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly
to observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates or
in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by the
Trustee, or to the Master Servicer and the Trustee by the holders of
Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the
appointment of a trustee, conservator, receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Master Servicer and
such decree or order shall have remained in force undischarged and
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a trustee, conservator, receiver or liquidator or liquidating
committee in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities, voluntary liquidation or similar
proceedings of or relating to the Master Servicer, or of or relating to
all or substantially all of its property; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency, bankruptcy or
reorganization statute, make an assignment for the benefit of its
creditors or voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall
dispose of all or substantially all of its assets; or consolidate with
or merge into another entity or shall permit another entity to
consolidate or merge into it, such that the resulting entity does not
meet the criteria for a successor servicer, as specified in Section 6.02
hereof; or
(vii) the Master Servicer and any subservicer appointed by
it becomes ineligible to service for both FNMA and 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 to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND
DUTIES OF TRUSTEE DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE
MASTER SERVICER AND UPON EVENT OF DEFAULT.
In the event that the Trustee shall have knowledge of any failure
of the Master Servicer specified in Section 7.01(i) or (ii) which would become
an Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant
to Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and
after the curing of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee, and conforming to the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of holders of Certificates
which evidence in the aggregate not less than 25% of the Voting Interest
represented by all Certificates relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement; and
(iii) The Trustee shall not be liable for any error of
judgment made in good faith by any of its Responsible Officers, unless
it shall be proved that the Trustee or such Responsible Officer, as the
case may be, was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if there is reasonable ground for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be
protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties and
the manner of obtaining consents and evidencing the authorization of the
execution thereof shall be subject to such reasonable regulations as the
Trustee may prescribe;
(ii) The Trustee may consult with counsel, and any written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it
to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be
accountable, shall have no liability and makes no representation as to
any acts or omissions hereunder of the Master Servicer until such time
as the Trustee may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trustee
as successor Master Servicer; and
(v) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys.
SECTION 8.03 TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
by the Master Servicer upon demand.
SECTION 8.04 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE MAY OWN CERTIFICATES.
The Trustee, and any agent thereof, in its individual or any
other capacity, may become the owner or pledgee of Certificates with the same
rights it would have if it were not Trustee or such agent and may transact
banking and/or trust business with the Seller, the Master Servicer or their
Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
The Trustee may at any time resign and be discharged from the
trust hereby created by giving written notice of resignation to the Master
Servicer, such resignation to be effective upon the appointment of a successor
trustee. Upon receiving such notice of resignation, the Master Servicer shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning entity and one copy
to its successor. If no successor trustee shall have been appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.07 and shall fail to resign after
written request for its resignation by the Master Servicer, or if at any time
the Trustee shall become incapable of acting, or an order for relief shall have
been entered in any bankruptcy or insolvency proceeding with respect to such
entity, or a receiver of such entity or of its property shall be appointed, or
any public officer shall take charge or control of the Trustee or of the
property or affairs of the Trustee for the purpose of rehabilitation, conversion
or liquidation, or the Master Servicer shall deem it necessary in order to
change the situs of the Trust Estate for state tax reasons, then the Master
Servicer shall remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which the Trustee may be merged or converted or
with which it may be consolidated, to which it may sell or transfer its
corporate trust business and assets as a whole or substantially as a whole or
any Person resulting from any merger, sale, transfer, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the business of such entity, shall be the successor of the Trustee hereunder;
provided, however, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee shall deliver an Opinion of Counsel to the
Seller and the Master Servicer to the effect that such merger, consolidation,
sale or transfer will not subject the REMIC to federal, state or local tax or
cause the REMIC to fail to qualify as a REMIC, which Opinion of Counsel shall be
at the sole expense of the Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the Seller
and the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or
liability for any action taken by it as such at the direction of the Trustee.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one
or more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all powers, duties, obligations and rights conferred
upon the Trustee, in respect of the receipt, custody and payment of
moneys shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer
hereunder) the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any
portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of
or remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this
Agreement.
Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee, or custodian shall refer to this
Agreement and the conditions of this Article. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee, or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be furnished
to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trustee may at any time on or after the Closing Date, with
the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to this Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $10,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee and the Master Servicer covenants and
agrees that it shall perform its duties hereunder in a manner consistent with
the REMIC Provisions and shall not knowingly take any action or fail to take any
action that would (i) affect the determination of the Trust Estate's status as a
REMIC; or (ii) cause the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on either the REMIC or the
Trust Estate. The Master Servicer, or, in the case of any tax return or other
action required by law to be performed directly by the Trustee, the Trustee,
shall (i) prepare or cause to be prepared, timely cause to be signed by the
Trustee and file or cause to be filed annual federal and applicable state and
local income tax returns using a calendar year as the taxable year for the REMIC
and the accrual method of accounting; (ii) in the first such federal tax return,
make, or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat the Trust Estate as a REMIC;
(iii) prepare, execute and forward, or cause to be prepared, executed and
forwarded, to the Certificateholders all information reports or tax returns
required with respect to the REMIC, as and when required to be provided to the
Certificateholders, and to the Internal Revenue Service and any other relevant
governmental taxing authority in accordance with the REMIC Provisions and any
other applicable federal, state or local laws, including without limitation
information reports relating to "original issue discount" and "market discount"
as defined in the Code based upon the issue prices, prepayment assumption and
cash flows provided by the Seller to the Trustee and calculated on a monthly
basis by using the issue prices of the Certificates; (iv) make available
information necessary for the application of any tax imposed on transferors of
residual interests to "disqualified organizations" (as defined in the REMIC
Provisions); (v) file Form 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 REMIC, including but not limited to the income,
expenses, individual Mortgage Loans (including REO Mortgage Loans, other assets
and liabilities of the REMIC, and the fair market value and adjusted basis of
the REMIC property determined at such intervals as may be required by the Code,
as may be necessary to prepare the foregoing returns or information reports;
(vii) exercise reasonable care not to allow the creation of any "interests" in
the REMIC within the meaning of Code Section 860D(a)(2) other than the interests
represented by the Class A-1, Class A-PO and Class A-R Certificates and the
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trustee that
such occurrence would not (a) result in a taxable gain, (b) otherwise subject
either the Trust Estate or the REMIC to tax or (c) cause the Trust Estate to
fail to qualify as a REMIC; (ix) exercise reasonable care not to allow the REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
REMIC) the amount of any federal income tax, including, without limitation,
prohibited transaction taxes, taxes on net income from foreclosure property, and
taxes on certain contributions to a REMIC after the Startup Day, imposed on the
REMIC, when and as the same shall be due and payable (but such obligation shall
not prevent the Master Servicer or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Master
Servicer from withholding or depositing payment of such tax, if permitted by
law, pending the outcome of such proceedings); and (xi) if required or permitted
by the Code and applicable law, act as "tax matters person" for the REMIC within
the meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer
is hereby designated as agent of the Class A-R Certificateholder for such
purpose (or if the Master Servicer is not so permitted, the Holder of the Class
A-R Certificate shall be the tax matters person in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee shall sign the tax returns
referred to in clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the
case may be, to perform its duties as set forth above, the Seller shall provide,
or cause to be provided, to the Master Servicer within ten days after the
Closing Date all information or data that the Master Servicer determines to be
relevant for tax purposes to the valuations and offering prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer or the Trustee, as the case may be, promptly upon request
therefor, any such additional information or data that the Master Servicer or
the Trustee, as the case may be, may from time to time request in order to
enable the Master Servicer to perform its duties as set forth above. The Seller
hereby indemnifies the Master Servicer or the Trustee, as the case may be, for
any losses, liabilities, damages, claims or expenses of the Master Servicer or
the Trustee arising from any errors or miscalculations by the Master Servicer or
the Trustee pursuant to this Section that result from any failure of the Seller
to provide, or to cause to be provided, accurate information or data to the
Master Servicer or the Trustee, as the case may be, on a timely basis. The
Master Servicer hereby indemnifies the Seller and the Trustee for any losses,
liabilities, damages, claims or expenses of the Seller or the Trustee arising
from the Master Servicer's willful misfeasance, bad faith or gross negligence in
preparing any of the federal, state and local tax returns of the REMIC as
described above. In the event that the Trustee prepares any of the federal,
state and local tax returns of the REMIC as described above, the Trustee hereby
indemnifies the Seller and the Master Servicer for any losses, liabilities,
damages, claims or expenses of the Seller or the Master Servicer arising from
the Trustee's willful misfeasance, bad faith or negligence in connection with
such preparation.
(b) Notwithstanding anything in this Agreement to the contrary,
each of the Master Servicer and the Trustee shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer or the Trustee to, 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 Trustee shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trustee shall not be
required to make such Periodic Advances if prohibited by law or if it determines
that such Periodic Advance would be a Nonrecoverable Advance. With respect to
those Periodic Advances which should have been made by Norwest Mortgage, the
Trustee shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof,
to be reimbursed from the Certificate Account for Periodic Advances and
Nonrecoverable Advances made by it.
SECTION 8.16 TRUSTEE COVENANTS CONCERNING YEAR 2000 COMPLIANCE.
The Trustee covenants that it is working to modify its computer
and other systems used in the performance of its duties as trustee for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Trustee can perform its duties in accordance with the terms of this Agreement.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE
SELLER OR LIQUIDATION OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not
surrender their Certificates for final payment and cancellation within three
months following the Final Distribution Date, the Trustee shall on such date
cause all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the
Trustee (in any other case) shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within three months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Trustee may take appropriate steps, or may appoint an agent to
take appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the
exercise by the Seller of its purchase option as provided in Section 9.01, the
Trust Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section
9.01 shall provide that such notice constitutes the adoption of a plan
of complete liquidation of the REMIC as of the date of such notice (or,
if earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date in
a statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date, the
Trustee shall sell all of the assets of the Trust Estate to the Seller
for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a)This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Trust Estate as a REMIC at all times that
any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate or the REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee has received an Opinion of Counsel to the effect that such action is
necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify, eliminate or add
to the provisions of Section 5.02 or any other provisions hereof restricting
transfer of the Certificates, provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion that any such modifications
to this Agreement will neither adversely affect the rating on the Certificates
nor give rise to a risk that either the Trust Estate or the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended
from time to time by the Seller, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66-2/3% of the aggregate Voting Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the
consent of Certificateholders, the Trustee shall furnish written notification of
the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b)Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior Month Receipt
Period with respect to Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust Estate, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of
the State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest 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 and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Norwest Bank Minnesota, National Association, 7485 New Horizon Way, Frederick,
Maryland 21703, Attention: Vice President or such other address as may hereafter
be furnished to the Seller and the Trustee in writing by the Master Servicer and
(iii) in the case of the Trustee, to the Corporate Trust Office, or such other
address as may hereafter be furnished to the Seller and the Master Servicer in
writing by the Trustee, in each case Attention: Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, such Servicer or a
Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a)The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B Certificates
pursuant to Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights
and delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to
Section 6.04;
(v) the occurrence of any of the Events of Default
described in Section 7.01;
(vi) any notice of termination given to the Master
Servicer pursuant to Section 7.01;
(vii) the appointment of any successor to the Master
Servicer pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section
9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section
2.02;
(ii) the resignation or removal of the Trustee pursuant to
Section 8.08;
(iii) the appointment of a successor trustee pursuant to
Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master
Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.500% per annum.
SECTION 11.02 CUT-OFF DATE.
The Cut-Off Date for the Certificates is August 1, 1999.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $200,030,849.14.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 97.72224098%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the
Principal Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
------------------------------- -----------------
Class A-1 $193,105,000.00
Class A-PO $2,424,758.59
Class A-R $100.00
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $193,105,100.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 2.27775902%.
SECTION 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.06272028%.
SECTION 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.40484582%.
SECTION 11.10 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.30363437%.
SECTION 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.20242291%.
SECTION 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.15181718%.
SECTION 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15231846%.
SECTION 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $4,500,990.55.
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 $2,100,000.00
Class B-2 $800,000.00
Class B-3 $600,000.00
Class B-4 $400,000.00
Class B-5 $300,000.00
SECTION 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.21503873%.
SECTION 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.81019291%.
SECTION 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.50655855%.
SECTION 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.30413564%.
SECTION 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15231845%.
SECTION 11.21 CLOSING DATE.
The Closing Date is August 27, 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 $20,003,084.91 (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 Certificates (other than the Class
A-PO and Class A-R Certificates) and the Class B Certificates (other than the
Class B-4, Class B-5 and Class B-6 Certificates), the minimum Denomination
eligible for wire transfer on each Distribution Date is $500,000. With respect
to the Class A-PO Certificates, the minimum Denomination eligible for wire
transfer on each Distribution Date is 100% Percentage Interest. The Class B-4,
Class B-5, Class B-6 and Class A-R 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-PO and Class A-R Certificates) and each Class of the
Class B Certificates (other than the Class B-4, Class B-5 and Class B-6
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class A-R Certificate represents a $100 Denomination. A Single Certificate for
the Class B-4, Class B-5 and Class B-6 Certificates represents a $400,000.00, a
$300,000.00 Denomination and a $300,990.55 Denomination, respectively. A Single
Certificate for the Class A-PO represents a $2,424,758.59 Denomination.
SECTION 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such
rate as is set forth on the Mortgage Loan Schedule with respect to a Mortgage
Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:_________________________________
Name: Alan S. McKenney
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By: ___________________________________________
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By: __________________________________________
Name:
Title:
Attest:
By: __________________________________________
Name: _________________________________________
Title: _______________________________________
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 27th day of August, 1999, before me, a notary public in
and for the State of Maryland, personally appeared Alan S. McKenney, known to me
who, being by me duly sworn, did depose and say that he resides at McLean,
Virginia; that he is a Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 27th day of August, 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 an Officer of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 27th day of August, 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 1999-22
Applicable Unscheduled Principal Receipt Period
PARTIAL UNSCHEDULED
FULL UNSCHEDULED PRINCIPAL RECEIPTS
SERVICER PRINCIPAL RECEIPTS
- ------------------------------------ ------------------ -------------------
Norwest Mortgage, Inc. Exhibit F-1 Prior Month Prior Month
Norwest Mortgage, Inc. Exhibit F-2 Mid-Month Mid-Month
National City Mortgage Company Mid-Month Prior Month
FT Mortgage Companies Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
Merrill Lynch Credit Corporation Mid-Month Prior Month
Bank United Mid-Month Prior Month
Bank of Oklahoma, N.A. Mid-Month Prior Month
NOVUS Financial Corporation Prior Month Prior 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 1999-22 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R H3 6 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 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 August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the 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 6.500% 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-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, and based on its
issue price of 96.42257%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 2 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 225% SPA (as defined in the Prospectus Supplement dated August 18,
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 3.61154167%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.14%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1999 to September 25, 1999) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.02997584%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By _______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ___________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No.
Percentage Interest evidenced by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
Cut-Off Date: August 1, 1999
First Distribution Date: September 27, 1999
Denomination: $
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class A-PO Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the 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 Trustee 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 Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating that the transferee
is not a Plan and is not acting on behalf of a Plan or using the assets of a
Plan to effect such purchase or (ii) if such transferee is a Plan, (a) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, at an issue price
of 68.31250% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 225% SPA (as
defined in the Prospectus Supplement dated August 18, 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 31.60750000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.24%; and (iii) the
amount of OID allocable to the short first accrual period (August 27, 1999 to
September 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.43773475%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By __________________________
Authorized Officer
<PAGE>
EXHIBIT A-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 TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R H4 4 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
<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 August 27, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the 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 Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ___________________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R H5 1 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class 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 August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, and based on its
issue price of 96.42257%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 2 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 225% SPA (as defined in the Prospectus Supplement dated August 18,
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 3.61154167%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.14%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1999 to September 25, 1999) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.02997584%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _________________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R H6 9 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class 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 August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, and based on its
issue price of 94.82882%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 2 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 225% SPA (as defined in the Prospectus Supplement dated August 18,
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 5.20729167%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.44%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1999 to September 25, 1999) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.04281987%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R H7 7 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
<PAGE>
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class 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 August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, and based on its
issue price of 90.78194%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 2 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 225% SPA (as defined in the Prospectus Supplement dated August 18,
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 9.25416667%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 8.22%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1999 to September 25, 1999) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.07447499%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _________________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R J3 4 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class 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 August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, and based on its
issue price of 76.18819%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 2 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 225% SPA (as defined in the Prospectus Supplement dated August 18,
1999 with respect to the offering of the Class A Certificates (except the Class
A-PO Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to
price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 23.84791667%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 11.51%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1999 to September 25, 1999) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.17633727%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ___________________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R J4 2 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class 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 August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, and based on its
issue price of 64.71944%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 2 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 225% SPA (as defined in the Prospectus Supplement dated August 18,
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 35.31666667%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 14.84%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1999 to September 25, 1999) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.24120677%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By _____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-22, 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 OR ANY OF THEIR
AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER,
THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE
INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: August 1, 1999
CUSIP No.: 66937R J5 9 First Distribution Date: September 27,
1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: September 25, 2014
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class 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 August 27, 1999 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on August 27, 1999, and based on its
issue price of 22.71944%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 2 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 225% SPA (as defined in the Prospectus Supplement dated August 18,
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 77.31666667%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 47.19%; and (iii) the amount of OID allocable to the short first
accrual period (August 27, 1999 to September 25, 1999) as a percentage of the
initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.32722231%.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 1999-22 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-22
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 Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Seller, the Master Servicer and the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage 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:
By_____________________________________________
Signature by or on behalf of assignor
By ___________________________________________
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to
receive distributions in immediately available funds, by wire transfer or
otherwise, in immediately available funds to ___________________________________
for the account of ____________________________________________ account number
_____________, or, if mailed by check, to _________________________________
______________________. Applicable statements should be mailed to
________________________________________________________________________________
________________________________________________________________________________
This information is provided by ________________________________,
the assignee named above, or __________________________________________________,
as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST
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").
WITNESSETH THAT
WHEREAS, the Seller, the Master Servicer, and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of August 27, 1999
relating to the issuance of Mortgage Pass-Through Certificates, Series 1999-22
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.01 Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trustee subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.02 Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.03 Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.04 Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.05 Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian a certificate of a Servicing Officer requesting that possession of
all, or any document constituting part of, the Custodial File be released to the
Master Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of the
Mortgage Loan. With such certificate, the Master Servicer shall deliver to the
Custodian a receipt signed by a Servicing Officer on behalf of the Master
Servicer, and upon receipt of the foregoing, the Custodian shall deliver the
Custodial File or such document to the Master Servicer. The Master Servicer
shall cause each Custodial File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account to the extent required by the Pooling and Servicing
Agreement or (ii) the Custodial File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Custodial File or such document were delivered and the purpose or purposes of
such delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver such receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Certificate Account to the
extent required by the Pooling and Servicing Agreement.
Section 2.06 Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling and Servicing Agreement, the Master Servicer
shall notify the Custodian that such assumption or substitution agreement has
been completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.01 Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.05 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the Master Servicer or otherwise
released from the possession of the Custodian.
Section 3.02 Indemnification. The Seller hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reasons of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.03 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.04 Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.05 Custodian May Resign; Trustee May Remove Custodian.
The Custodian may resign from the obligations and duties hereby imposed upon it
as such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event,
the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.07.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.05 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.06 Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.07 Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.01 Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.02 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.03 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.04 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.05 Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By: ______________________________________
Charlotte, North Carolina, 28288 Name: ____________________________________
Title: ___________________________________
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way By: ______________________________________
Frederick, Maryland 21703 Name: ____________________________________
Title: ___________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way By: ______________________________________
Frederick, Maryland 21703 Name: ____________________________________
Title: ___________________________________
Address: [CUSTODIAN]
_________________________________ By: ______________________________________
_________________________________ Name: ____________________________________
_________________________________ Title: ___________________________________
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public
in and for the State of ____________, personally appeared _______________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
--------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public
in and for the State of ____________, personally appeared _______________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
--------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in
and for the State of ____________, personally appeared __________ _________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
--------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in
and for the State of __________, personally appeared __________ __________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
--------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage ]
<TABLE>
NASCOR
NMI / 1999-22 Exhibit F-1
15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi)
- ----- -------------------------------------- -------- -------- ---------- -------- ---------- -------------------- -------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV SUBSIDY
- -------- --------------------------------------------------------- ---------- -------- ------------------------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7412007 PARK RIDGE IL 60068 SFD 6.625 6.358 $ 2,418.88 180 1-Dec-13 $ 268,176.54 68.88
7559178 EVANSTON IL 60201 SFD 6.625 6.358 $ 2,633.99 180 1-Feb-14 $ 294,051.99 58.82
</TABLE>
NASCOR
NMI / 1999-22 Exhibit F-1
15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
(continued)
(i) (xii) (xiii) (xIv) (xv) (xvi)
- ----- -------------------- ----------------------------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CODE FEE LOAN FEE YIELD
- -------- -------------------- ----------------------------
7412007 0.25 0.017 0
7559178 0.25 0.017 0
$ 562,228.53
COUNT: 2
WAC: 6.625
WAM: 173.046023
WALTV: 63.61850425
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
NASCOR
NMI / 1999-22 Exhibit F-2
15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
----- --------------------------- ----- -------- -------- -------- ---------- -------- ---------- -------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- ------------------------------------ --------- --------- -------- ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4785398 NAPA CA 94558 SFD 6.375 6.108 $3,457.01 180 1-Jul-14 $ 398,667.99
4844354 GLENVILLE NC 28736 SFD 7.375 6.500 $3,587.71 180 1-Aug-14 $ 390,000.00
4926927 OAK RIDGE TN 37830 SFD 7.000 6.500 $3,056.02 180 1-Jul-14 $ 338,927.31
4935158 DIX HILLS NY 11746 SFD 6.625 6.358 $2,590.09 180 1-Mar-14 $ 290,139.41
4950595 EAST QUOGUE NY 11942 SFD 6.750 6.483 $3,757.33 180 1-Apr-14 $ 418,172.73
4955502 CLAREMORE OK 74017 SFD 6.750 6.483 $3,141.43 180 1-Jul-14 $ 353,855.45
4965023 NEW YORK NY 10025 COP 7.375 6.500 $1,103.91 180 1-Jun-14 $ 111,571.06
4974696 WEST CHESTER PA 19380 SFD 7.000 6.500 $3,345.44 180 1-Jul-14 $ 371,025.73
4976677 NEW ROCHELLE NY 10804 SFD 6.500 6.233 $2,630.75 180 1-Jun-14 $ 297,999.36
4977227 NEW ORLEANS LA 70124 SFD 6.500 6.233 $2,719.60 180 1-Jun-14 $ 310,137.39
4983462 MINNEAPOLIS MN 55409 SFD 6.875 6.500 $2,898.53 180 1-Jul-14 $ 323,963.45
4988132 NASHVILLE TN 37215 SFD 7.000 6.500 $3,195.33 180 1-Apr-14 $ 346,822.36
4989033 SAN FRANCISCO CA 94118 SFD 7.000 6.500 $4,199.33 180 1-Apr-14 $ 461,252.23
4989945 ATLANTIC BEACH NY 11509 SFD 6.750 6.483 $3,539.64 180 1-May-14 $ 396,109.28
4991110 LANTANA FL 33462 SFD 7.125 6.500 $2,717.49 180 1-May-14 $ 297,174.57
4991695 NYACK NY 10960 COP 7.250 6.500 $684.65 180 1-Jul-14 $ 74,768.48
4992694 WHITESTONE NY 11357 SFD 7.125 6.500 $2,491.04 180 1-Apr-14 $ 271,536.40
4993618 GRESHAM OR 97080 SFD 6.625 6.358 $3,621.73 180 1-Apr-14 $ 407,077.75
4993995 BROOKLYN NY 11231 SFD 6.875 6.500 $3,433.64 180 1-Jul-14 $ 383,772.09
4994358 CASTLE ROCK CO 80104 SFD 6.125 5.858 $4,032.82 180 1-Jun-14 $ 470,865.90
4996515 LIDO BEACH NY 11561 SFD 7.250 6.500 $2,419.09 180 1-May-14 $ 262,531.00
4996539 ARLINGTON VA 22202 SFD 6.125 5.858 $2,373.25 180 1-Jul-14 $ 278,050.81
4997396 CHESTER NJ 07930 SFD 7.000 6.500 $3,347.24 180 1-Jul-14 $ 371,225.09
4997477 SCOTTSDALE AZ 85254 SFD 6.875 6.500 $2,341.12 180 1-Jun-14 $ 260,820.78
5000004 PELHAM MANOR NY 10803 SFD 6.875 6.500 $3,228.52 180 1-Jul-14 $ 360,845.44
5001176 MEMPHIS TN 38117 SFD 6.875 6.500 $2,532.86 180 1-Jul-14 $ 283,094.22
5002617 CHAPPAQUA NY 10514 SFD 7.000 6.500 $4,988.50 180 1-Jul-14 $ 553,249.00
5002841 FORT LAUDERDALE FL 33316 SFD 6.625 6.358 $2,809.59 180 1-Jun-14 $ 317,908.40
5004049 FORT WORTH TX 76132 SFD 6.875 6.500 $2,236.33 180 1-Mar-14 $ 246,705.21
5004102 TULSA OK 74114 SFD 7.000 6.500 $7,190.63 180 1-Jul-14 $ 797,476.04
5005555 POMPANO BEACH FL 33060 SFD 7.250 6.500 $1,335.07 180 1-Jun-14 $ 145,344.32
5006539 MURRELLS INLET SC 29576 SFD 6.875 6.500 $3,433.64 180 1-May-14 $ 381,295.12
5006922 CANTON GA 30115 SFD 6.500 6.233 $2,996.61 180 1-Jul-14 $ 342,866.72
5010336 FIRE ISLAND PINES NY 11796 SFD 7.500 6.500 $2,085.78 180 1-Jul-14 $ 224,320.47
5010481 SEVIERVILLE TN 37862 SFD 6.250 5.983 $3,326.81 180 1-Jan-14 $ 378,714.08
5011133 CHARLOTTE NC 28277 SFD 6.875 6.500 $3,233.86 180 1-Jun-14 $ 360,280.45
5011985 NOYACK NY 11963 SFD 7.250 6.500 $2,428.22 180 1-Jun-14 $ 264,352.76
5011988 DENVILLE NJ 07834 SFD 6.250 5.983 $3,429.70 180 1-Jul-14 $ 398,653.63
5013301 HIGHLAND IL 62249 SFD 7.000 6.500 $2,780.08 180 1-Jul-14 $ 308,324.17
5013890 BELLAIRE TX 77401 SFD 6.375 6.108 $2,692.58 180 1-Feb-14 $ 305,241.92
5015084 NEW CANAAN CT 06840 SFD 6.750 6.483 $2,619.34 180 1-Jul-14 $ 295,045.66
5015111 GRANVILLE OH 43023 SFD 6.500 6.233 $3,266.65 180 1-Jun-14 $ 372,522.51
5016676 GARDEN CITY NY 11530 SFD 6.625 6.358 $3,599.78 180 1-Jun-14 $ 407,320.14
5017196 ANDERSON IN 46012 SFD 7.000 6.500 $3,029.05 180 1-Jun-14 $ 334,867.37
5017239 OVERLAND PARK KS 66223 SFD 6.875 6.500 $2,648.81 180 1-Jul-14 $ 296,052.75
5017296 SAN FRANCISCO CA 94109 MF3 6.750 6.483 $4,167.93 180 1-Jul-14 $ 469,481.45
5017562 ANN ARBOR MI 48105 LCO 6.250 5.983 $8,574.23 180 1-Jul-14 $ 996,634.10
5017776 SANTA FE NM 87501 SFD 6.750 6.483 $2,579.96 180 1-Jul-14 $ 290,392.33
5018527 AUDUBON PA 19403 SFD 6.750 6.483 $2,583.94 180 1-Jun-14 $ 290,111.82
5018896 LAS VEGAS NV 89128 SFD 6.875 6.500 $4,459.28 180 1-Jul-14 $ 498,334.32
5019254 TULSA OK 74105 SFD 7.125 6.500 $2,717.49 180 1-Jun-14 $ 298,121.96
5019691 DANBURY CT 06810 SFD 6.000 5.733 $2,868.27 180 1-Jun-14 $ 337,556.62
5020898 THE WOODLANDS TX 77381 SFD 6.500 6.233 $3,554.12 180 1-Jul-14 $ 406,655.88
5020971 FLOYDS KNOBS IN 47119 SFD 6.625 6.358 $4,126.57 180 1-Jun-14 $ 466,927.99
5021359 BERNARDS NJ 07920 SFD 6.750 6.483 $2,250.33 180 1-Jul-14 $ 253,480.11
5021443 LOS ANGELES CA 90732 SFD 6.750 6.483 $2,344.88 180 1-Jun-14 $ 263,154.29
5021791 PARKVILLE MO 64152 SFD 6.625 6.358 $2,613.57 180 1-Jul-14 $ 296,704.84
5021802 BLOOMINGTON IN 47401 SFD 7.000 6.500 $3,811.03 180 1-Jun-14 $ 396,170.97
5021850 ORINDA CA 94563 SFD 7.000 6.500 $2,912.21 180 1-Jun-14 $ 320,949.62
5022389 CHARLOTTE NC 28226 SFD 7.000 6.500 $5,392.97 180 1-May-14 $ 594,287.90
5022450 LANSDALE PA 19446 SFD 6.125 5.858 $3,704.48 180 1-Jul-14 $ 434,018.38
5022603 OWASSO OK 74055 SFD 6.750 6.483 $2,229.97 180 1-May-14 $ 249,548.85
5022836 DOVER MA 02030 SFD 6.375 6.108 $3,111.30 180 1-Jul-14 $ 358,801.20
5022858 SANDS POINT NY 11050 SFD 6.625 6.358 $2,633.98 180 1-May-14 $ 297,050.58
5022908 SOUTHLAKE TX 76092 SFD 6.750 6.483 $3,539.64 180 1-Aug-14 $ 400,000.00
5023156 THE WOODLANDS TX 77380 SFD 6.625 6.358 $2,582.62 180 1-Jun-14 $ 292,227.37
5023503 OAKTON VA 22124 SFD 6.625 6.358 $2,633.99 180 1-Jul-14 $ 299,022.26
5023682 WEST HILLS CA 91304 SFD 7.375 6.500 $2,728.50 180 1-Jun-14 $ 294,783.14
5024774 WESTLAKE VILLAGE CA 91361 SFD 6.625 6.358 $3,283.70 180 1-Jun-14 $ 371,555.45
5024969 CORAL SPRINGS FL 33065 SFD 6.750 6.483 $3,088.33 180 1-May-14 $ 345,569.09
5025020 SAN ANTONIO TX 78240 SFD 6.750 6.483 $5,751.92 180 1-Jul-14 $ 647,904.33
5025439 MARSHFIELD MA 02050 SFD 6.750 6.483 $2,787.46 180 1-Jun-14 $ 312,963.12
5026377 KEY WEST FL 33040 SFD 6.750 6.483 $3,097.18 180 1-Jun-14 $ 347,736.79
5026395 MEDIA PA 19063 SFD 6.875 6.500 $2,497.20 180 1-Aug-14 $ 280,000.00
5026420 CROWNSVILLE MD 21032 SFD 7.125 6.500 $2,980.19 180 1-Jul-14 $ 327,973.25
5026811 SEVERNA PARK MD 21146 SFD 6.875 6.500 $4,521.71 180 1-Jul-14 $ 505,338.69
5026921 KATY TX 77450 SFD 6.750 6.483 $2,818.00 180 1-Jul-14 $ 317,423.28
5027050 WESTFIELD NJ 07090 SFD 6.500 6.233 $2,420.37 180 1-Jun-14 $ 276,014.34
5027968 DERBY NY 14047 SFD 6.500 6.233 $4,224.88 180 1-Aug-14 $ 485,000.00
5028046 LAKE FOREST CA 92630 SFD 6.875 6.500 $2,452.60 180 1-Jun-14 $ 273,240.82
5028475 TULSA OK 74137 SFD 6.875 6.500 $3,567.42 180 1-Jul-14 $ 398,724.25
5028824 FORT LAUDERDALE FL 33316 SFD 6.875 6.500 $3,754.71 180 1-Jul-14 $ 419,657.27
5028962 HOUSTON TX 77057 SFD 6.625 6.358 $2,985.18 180 1-Jun-14 $ 337,777.69
5029382 LORTON VA 22079 SFD 7.000 6.500 $2,372.91 180 1-Jul-14 $ 263,167.09
5030107 MOUNTAIN VIEW CA 94043 SFD 7.125 6.500 $4,083.04 180 1-Jun-14 $ 447,928.23
5030218 ANAHEIM CA 92808 SFD 7.125 6.500 $3,410.46 180 1-Jun-14 $ 374,052.97
5030222 NORTH SALEM NY 10560 SFD 6.500 6.233 $4,224.87 180 1-Jul-14 $ 483,402.21
5030386 SAUSALITO CA 94965 SFD 6.875 6.500 $1,783.71 180 1-Jun-14 $ 198,720.59
5030731 SCOTTSDALE AZ 85262 SFD 6.750 6.483 $4,318.36 180 1-Apr-14 $ 481,250.45
5030759 CORAL GABLES FL 33146 SFD 6.875 6.500 $2,318.82 180 1-Apr-14 $ 256,654.44
5030957 PEPPER PIKE OH 44124 SFD 6.875 6.500 $4,402.19 180 1-Apr-14 $ 487,248.59
5030974 SAN ANSELMO CA 94960 SFD 6.625 6.358 $3,459.30 180 1-Jun-14 $ 391,424.73
5031212 HOUSTON TX 77027 SFD 6.875 6.500 $2,399.09 180 1-Apr-14 $ 265,538.64
5031243 NEWTOWN CT 06470 SFD 6.875 6.500 $2,247.47 180 1-Apr-14 $ 248,757.39
5031572 LOS ALTOS CA 94022 SFD 6.875 6.500 $3,299.87 180 1-Jun-14 $ 367,633.08
5031705 EAST LYME CT 06333 SFD 6.500 6.233 $3,958.32 180 1-Aug-14 $ 454,400.00
5031925 CHARLESTON WV 25309 SFD 6.875 6.500 $2,573.00 180 1-Jul-14 $ 287,579.86
5032331 WAUKESHA WI 53188 SFD 6.875 6.500 $2,483.82 180 1-Jun-14 $ 276,718.41
5032337 COPPELL TX 75019 SFD 6.875 6.500 $4,370.09 180 1-Jun-14 $ 486,865.45
5032365 EDINA MN 55436 SFD 6.500 6.233 $5,609.94 180 1-Jul-14 $ 641,878.39
5032711 SAN JOSE CA 95133 SFD 6.875 6.500 $3,433.64 180 1-Apr-14 $ 376,439.85
5032878 MILL VALLEY CA 94941 SFD 7.000 6.500 $2,876.26 180 1-Jul-14 $ 318,990.41
5033525 ATLANTA GA 30342 SFD 6.250 5.983 $4,630.09 180 1-Jun-14 $ 536,355.35
5033814 AWENDAW SC 29429 SFD 6.625 6.358 $2,862.26 180 1-Jul-14 $ 324,937.53
5033867 SAN JOSE CA 95127 SFD 6.750 6.483 $2,964.45 180 1-May-14 $ 331,741.52
5033884 CARMICHAEL CA 95608 SFD 6.750 6.483 $2,362.71 180 1-Apr-14 $ 263,110.98
5033938 SAN BRUNO CA 94066 SFD 6.625 6.358 $2,458.38 180 1-Apr-14 $ 276,319.48
5034021 BOCA RATON FL 33434 SFD 6.875 6.500 $4,138.21 180 1-Jun-14 $ 461,031.77
5034210 KEY WEST FL 33040 SFD 6.875 6.500 $7,892.92 180 1-Jul-14 $ 882,177.39
5034234 DIX HILLS NY 11746 SFD 6.750 6.483 $2,336.16 180 1-Jul-14 $ 263,148.84
5034238 FORT LAUDERDALE FL 33308 SFD 6.875 6.500 $3,745.79 180 1-Jun-14 $ 417,313.25
5034358 MANASSAS VA 20110 SFD 6.625 6.358 $2,370.59 180 1-Feb-14 $ 264,646.79
5034469 BERKELEY CA 94707 SFD 6.500 6.233 $3,484.43 180 1-Feb-14 $ 391,969.92
5034570 ENCINITAS CA 92024 SFD 6.500 6.233 $2,439.10 180 1-May-14 $ 277,217.69
5034581 MIDLOTHIAN VA 23113 SFD 7.000 6.500 $3,909.91 180 1-Jan-14 $ 425,223.37
5034596 DEL MAR CA 92014 SFD 7.250 6.500 $4,564.32 180 1-Jun-14 $ 496,903.70
5034858 REDWOOD CITY CA 94062 SFD 7.375 6.500 $2,378.93 180 1-Jun-14 $ 257,015.91
5034896 NEW YORK NY 10024 SFD 7.125 6.500 $4,329.88 180 1-Aug-14 $ 478,000.00
5034903 ANDOVER MA 01810 SFD 6.750 6.483 $4,867.01 180 1-Jun-14 $ 546,443.51
5035070 LOS ANGELES CA 90077 SFD 6.750 6.483 $8,849.10 180 1-Aug-14 $1,000,000.00
5035151 TEMECULA CA 92590 SFD 7.000 6.500 $2,651.55 180 1-Jun-14 $ 293,133.13
5035282 LUTHERVILLE-TIMONIUM MD 21093 SFD 6.875 6.500 $2,675.57 180 1-Jun-14 $ 298,080.88
5035483 JOPLIN MO 64804 SFD 7.125 6.500 $4,076.24 180 1-Jun-14 $ 447,182.94
5035502 DEL MAR CA 92014 SFD 7.375 6.500 $3,164.54 180 1-Jul-14 $ 341,749.63
5035840 SAN JOSE CA 95125 SFD 6.500 6.233 $3,266.66 180 1-May-14 $ 371,273.66
5035866 MENLO PARK CA 94025 SFD 6.125 5.858 $2,390.26 180 1-May-14 $ 277,896.78
5035901 NEW ORLEANS LA 70115 SFD 6.875 6.500 $4,209.55 180 1-Sep-13 $ 444,843.10
5035930 NEWTON MA 02158 SFD 6.625 6.358 $4,214.38 180 1-Dec-13 $ 447,337.06
5035954 CLAYTON MO 63105 SFD 6.875 6.500 $3,121.49 180 1-Apr-14 $ 345,496.36
5035957 MORGAN HILL CA 95037 SFD 6.125 5.858 $3,157.95 180 1-Feb-14 $ 363,574.48
5035972 SHREWSBURY MA 01545 SFD 6.875 6.500 $3,043.45 180 1-Feb-14 $ 334,625.52
5036107 SARATOGA CA 95070 SFD 6.875 6.500 $3,397.97 180 1-Jun-14 $ 378,562.72
5036110 EAST MEADOW NY 11554 SFD 7.875 6.500 $1,422.68 180 1-Aug-14 $ 150,000.00
5036127 SAN DIEGO CA 92116 SFD 7.375 6.500 $2,428.60 180 1-Jun-14 $ 262,382.85
5036139 DALLAS TX 75240 SFD 7.000 6.500 $3,559.36 180 1-Jul-14 $ 393,310.00
5036339 SOUTHOLD NY 11971 SFD 7.625 6.500 $3,654.89 180 1-Jun-14 $ 388,916.07
5036404 BERMUDA DUNES CA 92201 SFD 7.000 6.500 $3,298.70 180 1-Jul-14 $ 365,842.13
5036440 SPARTA NJ 07871 SFD 6.375 6.108 $2,938.46 180 1-Aug-14 $ 340,000.00
5036717 EAST HAMPTON NY 11937 SFD 7.250 6.500 $2,692.95 180 1-Jul-14 $ 294,089.34
5036740 PETALUMA CA 94952 SFD 7.125 6.500 $2,925.84 180 1-Jun-14 $ 320,173.21
5036940 PLEASANTON CA 94566 SFD 7.250 6.500 $5,431.54 180 1-Aug-14 $ 595,000.00
5037071 PARK CITY UT 84060 SFD 6.625 6.358 $2,458.39 180 1-Aug-14 $ 280,000.00
5037108 MANHASSET NY 11030 SFD 7.000 6.500 $3,145.90 180 1-Jan-14 $ 342,133.78
5037128 HOLLAND PA 18966 SFD 6.750 6.483 $3,106.04 180 1-Dec-13 $ 341,766.43
5037241 HOUSTON TX 77005 SFD 6.875 6.500 $2,414.25 180 1-Jun-14 $ 268,968.33
5037293 ANDOVER KS 67002 SFD 6.750 6.483 $2,690.12 180 1-Mar-14 $ 299,043.97
5037319 SAN JOSE CA 95120 SFD 6.875 6.500 $3,121.50 180 1-Jan-14 $ 342,050.36
5037325 SCOTTSDALE AZ 85255 SFD 6.875 6.500 $2,943.12 180 1-Jul-14 $ 328,860.12
5038145 HERCULANEUM MO 63048 SFD 6.875 6.500 $2,408.01 180 1-Mar-14 $ 262,750.54
5038363 NORWICH VT 05055 SFD 7.000 6.500 $3,033.55 180 1-Aug-14 $ 337,500.00
5039257 DALLAS PA 18612 SFD 5.875 5.608 $2,122.10 180 1-Apr-14 $ 247,832.83
5039314 DALLAS TX 75220 SFD 6.500 6.233 $3,965.29 180 1-Jul-14 $ 453,700.38
5039372 OCEANSIDE CA 92056 SFD 6.625 6.358 $1,448.69 180 1-May-14 $ 162,975.62
5039386 MARTINEZ CA 94533 SFD 7.000 6.500 $1,123.54 180 1-May-14 $ 123,809.97
5039439 SANDY UT 84093 SFD 6.750 6.483 $1,592.84 180 1-May-14 $ 178,249.17
5039454 DENVER CO 80233 SFD 7.250 6.500 $1,095.44 180 1-May-14 $ 116,310.06
5039468 MEDFORD OR 97504 SFD 7.000 6.500 $1,535.20 180 1-May-14 $ 169,173.96
5039472 HOUSTON TX 77019 SFD 6.875 6.500 $8,918.55 180 1-Jul-14 $ 996,810.62
5039547 VACAVILLE CA 95688 SFD 7.250 6.500 $1,597.51 180 1-May-14 $ 173,369.54
5039564 BEVERLY HILLS CA 90211 SFD 7.125 6.500 $4,329.87 180 1-May-14 $ 473,498.15
5039793 KIRKLAND WA 98033 SFD 7.250 6.500 $684.65 180 1-May-14 $ 74,301.23
5039801 HOUSTON TX 77056 SFD 6.875 6.500 $2,675.56 180 1-Jul-14 $ 299,043.19
5039808 FALLS CHURCH VA 22043 SFD 6.875 6.500 $1,086.72 180 1-Apr-14 $ 120,282.11
5039832 ALAMO CA 94507 SFD 7.125 6.500 $4,894.21 180 1-Jul-14 $ 538,613.82
5039837 ESCONDIDO CA 92029 SFD 7.125 6.500 $1,458.39 180 1-May-14 $ 159,483.67
5039873 SAN DIEGO CA 92119 SFD 6.750 6.483 $1,269.85 180 1-May-14 $ 142,104.20
5039876 LOS ANGELES CA 91306 SFD 7.375 6.500 $1,287.89 180 1-May-14 $ 138,709.69
5039881 LEADVILLE CO 80461 SFD 7.000 6.500 $1,321.28 180 1-May-14 $ 145,600.52
5039887 SIMI VALLEY CA 93065 SFD 7.250 6.500 $2,994.19 180 1-May-14 $ 324,944.05
5039914 WEST HOLLYWOOD CA 90069 SFD 7.250 6.500 $2,972.74 180 1-Jun-14 $ 320,597.02
5039983 GEORGETOWN TX 78628 SFD 6.750 6.483 $2,622.88 180 1-Jul-14 $ 295,444.37
5040072 RYE BEACH NH 03871 SFD 7.250 6.500 $2,282.16 180 1-Jul-14 $ 198,728.26
5040077 NEWPORT BEACH CA 92660 SFD 6.750 6.483 $2,910.47 180 1-Jul-14 $ 327,839.59
5040083 MORGAN HILL CA 95037 SFD 7.375 6.500 $2,566.59 180 1-Jul-14 $ 278,148.10
5040139 CHERRY HILL NJ 08003 SFD 5.875 5.608 $2,444.39 180 1-Mar-14 $ 286,749.81
5040161 SANTA CLARA CA 95051 SFD 6.875 6.500 $2,374.57 180 1-May-14 $ 263,286.71
5040171 SAN JOSE CA 95118 SFD 7.000 6.500 $3,397.58 180 1-May-14 $ 374,401.35
5040547 HUNTINGTOWN MD 20639 SFD 7.000 6.500 $2,365.72 180 1-May-14 $ 260,694.28
5040682 MOSS BEACH CA 94036 SFD 6.500 6.233 $7,012.41 180 1-May-14 $ 797,000.85
5040699 WILTON CT 06897 SFD 6.750 6.483 $2,654.73 180 1-Jul-14 $ 299,032.77
5040754 SAN JOSE CA 95148 SFD 6.875 6.500 $2,318.82 180 1-May-14 $ 257,498.01
5040773 FELTON CA 95018 SFD 7.375 6.500 $1,195.91 180 1-May-14 $ 128,801.81
5040776 FRANKLIN TN 37064 SFD 7.125 6.500 $2,717.49 180 1-Jul-14 $ 299,063.76
5041042 SAN CARLOS CA 94070 SFD 6.750 6.483 $3,318.42 180 1-Jul-14 $ 373,790.96
5041220 SAN FRANCISCO CA 94131 SFD 6.750 6.483 $2,725.53 180 1-Jun-14 $ 306,008.35
5041566 RALEIGH NC 27608 SFD 6.250 5.983 $3,086.73 180 1-Jul-14 $ 358,788.27
5041591 LOS ANGELES CA 91042 SFD 7.250 6.500 $821.58 180 1-May-14 $ 89,161.46
5041596 WEST COVINA CA 91791 SFD 7.000 6.500 $3,808.78 180 1-May-14 $ 419,715.85
5041742 NATIONAL CITY CA 91950 SFD 7.250 6.500 $666.39 180 1-May-14 $ 72,319.87
5041760 CORPUS CHRISTI TX 78411 SFD 6.500 6.233 $3,069.35 180 1-Jun-14 $ 350,022.14
5041799 WENDELL ID 83355 SFD 6.875 6.500 $2,865.59 180 1-Jul-14 $ 320,281.23
5041805 BELMONT CA 94002 SFD 7.125 6.500 $2,871.49 180 1-Jul-14 $ 316,010.70
5041848 CHINO HILLS CA 91709 SFD 6.500 6.233 $4,355.54 180 1-Jul-14 $ 498,352.79
5042151 GREENWICH CT 06831 SFD 7.125 6.500 $3,351.58 180 1-Aug-14 $ 370,000.00
5042206 HENDERSONVILLE NC 28739 SFD 6.875 6.500 $3,121.50 180 1-Aug-14 $ 350,000.00
5042604 SOUTH WOODSTOCK VT 05071 SFD 6.750 6.483 $3,097.19 180 1-Jan-14 $ 341,966.37
5042649 NAPLES FL 34108 LCO 7.500 6.500 $9,084.73 180 1-Jul-14 $ 977,040.27
5042782 ANAHEIM CA 92807 SFD 6.375 6.108 $2,368.05 180 1-Jul-14 $ 273,087.58
5042943 SARATOGA CA 95070 SFD 7.000 6.500 $5,662.62 180 1-Jun-14 $ 626,013.17
5043173 FORT COLLINS CO 80524 SFD 6.875 6.500 $2,323.29 180 1-Apr-13 $ 243,924.35
5043181 BOSTON MA 02116 LCO 6.250 5.983 $4,973.06 180 1-Mar-14 $ 570,136.66
5043205 NEWTON MA 02158 SFD 7.375 6.500 $4,599.62 180 1-Feb-13 $ 457,691.01
5043242 SOUTHLAKE TX 76092 SFD 6.875 6.500 $4,013.35 180 1-Apr-13 $ 425,995.63
5043270 WASHINGTON DC 20007 SFD 6.875 6.500 $5,797.06 180 1-Mar-13 $ 613,094.78
5043287 SNOHOMISH WA 98296 SFD 7.000 6.500 $3,215.56 180 1-Jul-14 $ 356,621.31
5043304 EUGENE OR 97405 SFD 6.625 6.358 $3,569.04 180 1-Feb-14 $ 398,440.55
5043439 LA VERNE CA 91750 SFD 6.875 6.500 $2,018.44 180 1-May-14 $ 224,142.13
5043540 PENSACOLA FL 32507 SFD 6.750 6.483 $2,283.07 180 1-Jun-14 $ 256,331.68
5043776 AUSTIN TX 78746 SFD 6.250 5.983 $4,287.12 180 1-Jul-14 $ 498,317.05
5044002 LIVINGSTON NJ 07039 SFD 7.000 6.500 $1,393.19 180 1-Jul-14 $ 154,510.98
5044313 FT WRIGHT KY 41011 SFD 6.750 6.483 $3,362.66 180 1-Aug-14 $ 380,000.00
5044597 MORAGA CA 94556 SFD 7.500 6.500 $5,932.88 180 1-Jul-14 $ 638,067.12
5044780 AMAGANSETT NY 11930 SFD 7.750 6.500 $2,541.45 180 1-Jul-14 $ 269,202.30
5044966 ENCINITAS CA 92024 SFD 7.250 6.500 $2,565.15 180 1-Jul-14 $ 280,132.56
5045695 SARATOGA CA 95070 SFD 7.250 6.500 $2,866.39 180 1-Jul-14 $ 313,030.69
5045952 LONG BEACH CA 90815 SFD 6.875 6.500 $2,461.52 180 1-Jul-14 $ 275,119.73
5045968 MIAMI BEACH FL 33140 SFD 7.000 6.500 $2,966.14 180 1-Jul-14 $ 328,958.86
5046122 MERCER ISLAND WA 98040 SFD 6.875 6.500 $2,318.82 180 1-Jul-14 $ 259,170.76
5046211 WEATHERFORD TX 76087 SFD 6.875 6.500 $3,132.20 180 1-Jul-14 $ 350,079.88
5046961 MANASSAS VA 20112 SFD 7.000 6.500 $2,552.68 180 1-Apr-13 $ 269,019.17
5047134 SALT LAKE CITY UT 84124 SFD 7.000 6.500 $853.89 180 1-Jun-14 $ 94,398.81
5047385 CORONA CA 91719 SFD 7.000 6.500 $2,804.35 180 1-Jun-14 $ 310,025.56
5047558 SAN FRANCISCO CA 94121 SFD 6.750 6.483 $2,499.87 180 1-Jun-14 $ 280,673.26
5047615 YORBA LINDA CA 92887 SFD 6.750 6.483 $2,389.26 180 1-Jun-14 $ 268,243.34
5047663 HIGHLANDS NC 28741 SFD 6.750 6.483 $4,167.93 180 1-Jun-14 $ 467,954.35
5047714 FOUNTAIN VALLEY CA 92708 SFD 7.000 6.500 $2,516.72 180 1-Jun-14 $ 278,228.07
5047755 ALTADENA CA 91001 SFD 6.750 6.483 $2,601.64 180 1-Jun-14 $ 292,098.89
5047806 LAGUNA HILLS CA 92653 SFD 6.750 6.483 $3,362.66 180 1-Jun-14 $ 377,542.79
5047867 DANA POINT CA 92629 SFD 6.875 6.500 $2,318.83 180 1-Jun-14 $ 258,336.75
5047892 FALLBROOK CA 92028 SFD 6.750 6.483 $2,181.31 180 1-Jun-14 $ 244,906.03
5048263 SILVER SPRING MD 20905 SFD 7.000 6.500 $3,235.79 180 1-Jul-14 $ 358,864.21
5048283 WESTON FL 33326 SFD 7.625 6.500 $3,152.69 180 1-Jul-14 $ 336,491.84
5048313 PISMO BEACH CA 93449 SFD 6.750 6.483 $2,760.92 180 1-Jun-14 $ 309,982.50
5048472 SANTA MONICA CA 90405 SFD 6.750 6.483 $2,180.42 180 1-Jun-14 $ 244,806.69
5048580 NAPA CA 94558 SFD 6.750 6.483 $2,891.00 180 1-Jun-14 $ 324,587.45
5048650 SAN JOSE CA 95132 SFD 6.500 6.233 $4,183.50 180 1-Aug-14 $ 480,250.00
5049093 PHOENIX AZ 85048 SFD 7.000 6.500 $2,417.85 180 1-Jul-14 $ 268,151.32
5049777 DALLAS TX 75230 SFD 7.000 6.500 $2,606.61 180 1-Aug-14 $ 290,000.00
5051228 ROGERS AR 72756 SFD 6.875 6.500 $4,459.27 180 1-Jun-14 $ 496,801.49
5051551 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.500 $2,408.86 180 1-Jun-14 $ 265,709.42
5051601 DALLAS TX 75209 SFD 6.250 5.983 $4,055.61 180 1-Jun-14 $ 469,807.57
5052106 ZEPHYR COVE NV 89448 SFD 7.750 6.500 $3,229.52 180 1-Jul-14 $ 342,086.33
5052367 PETALUMA CA 94952 SFD 6.875 6.500 $2,639.89 180 1-Jun-14 $ 294,106.47
5052464 DUBLIN OH 43017 SFD 7.125 6.500 $2,717.50 180 1-Aug-14 $ 300,000.00
5052742 ROCKPORT TX 78382 SFD 7.250 6.500 $698.35 180 1-Jul-14 $ 76,263.84
5052787 SAN JOSE CA 95129 SFD 8.250 6.500 $2,871.62 180 1-Jul-14 $ 295,163.38
5052894 NASHVILLE TN 37212 SFD 7.750 6.500 $724.78 180 1-Jul-14 $ 76,772.51
5052976 PRINCETON NJ 08540 SFD 6.625 6.358 $3,511.98 180 1-Aug-14 $ 400,000.00
5053220 BOISE ID 83702 SFD 7.000 6.500 $3,469.48 180 1-Jul-14 $ 384,782.19
5053266 BETHLEHEM PA 18015 SFD 8.000 6.500 $2,905.19 180 1-Aug-14 $ 304,000.00
5053390 MUNCIE IN 47304 SFD 6.875 6.500 $2,588.16 180 1-Jul-14 $ 289,274.44
5053626 BURLINGTON CT 06013 SFD 7.625 6.500 $3,411.44 180 1-Jul-14 $ 364,109.11
5055119 FREMONT CA 94539 SFD 8.250 6.500 $3,950.42 180 1-Jul-14 $ 406,049.08
5055180 WEST UNIVERSITY TX 77005 SFD 7.000 6.500 $3,145.90 180 1-Aug-14 $ 350,000.00
5055496 SEATTLE WA 98112 SFD 8.125 6.500 $2,888.65 180 1-Jul-14 $ 299,142.60
5055719 CENTREVILLE VA 20120 SFD 6.750 6.483 $2,592.79 180 1-Jul-14 $ 292,055.34
5056132 ATLANTA GA 30350 SFD 6.625 6.358 $3,498.81 180 1-Aug-14 $ 398,500.00
5056575 WOODSIDE NY 11377 SFD 7.500 6.500 $1,501.77 180 1-Aug-14 $ 162,000.00
5056598 WESTLAKE OH 44145 SFD 6.875 6.500 $3,308.78 180 1-Aug-14 $ 371,000.00
5057405 TRACY CA 95376 SFD 7.750 6.500 $2,117.88 180 1-Aug-14 $ 225,000.00
5057459 LOS ALTOS CA 94022 SFD 8.375 6.500 $4,251.81 180 1-Aug-14 $ 435,000.00
5057616 SAN JOSE CA 95148 SFD 7.625 6.500 $2,779.04 180 1-Jul-14 $ 296,611.32
5060109 RIVERDALE NY 10463 HCO 7.000 6.500 $4,098.66 180 1-Jul-14 $ 454,561.34
5061394 TAMPA FL 33647 SFD 7.875 6.500 $3,414.42 180 1-Aug-14 $ 360,000.00
5061880 MONTEREY PARK CA 91754 SFD 7.000 6.500 $2,732.44 180 1-Jul-14 $ 303,040.89
5061918 KENTFIELD CA 94904 SFD 6.500 6.233 $3,223.10 180 1-Jun-14 $ 367,555.53
5061921 SOLVANG CA 93463 SFD 6.750 6.483 $2,383.95 180 1-Jun-14 $ 267,657.97
5061933 MONTEREY CA 93940 LCO 6.875 6.500 $2,880.69 180 1-Jul-14 $ 321,969.83
5061959 RICHMOND CA 94801 SFD 6.625 6.358 $2,713.00 180 1-Jun-14 $ 306,326.47
5061984 FULLERTON CA 92831 SFD 6.750 6.483 $2,760.92 180 1-Jun-14 $ 309,982.50
5061995 SANTA ROSA CA 95405 SFD 6.750 6.483 $2,849.41 180 1-Jun-14 $ 319,917.84
5062012 LOS ANGELES CA 90064 SFD 6.750 6.483 $4,893.55 180 1-Jun-14 $ 549,424.13
5062034 ARCADIA CA 91006 SFD 6.875 6.500 $2,452.60 180 1-Jun-14 $ 273,240.83
5062088 SAN FRANCISCO CA 94114 SFD 6.875 6.500 $3,041.22 180 1-May-14 $ 337,718.55
5062184 SAN DIEGO CA 92130 SFD 6.375 6.108 $2,873.63 180 1-Jun-14 $ 330,279.67
5062205 CHESTERFIELD MO 63005 SFD 6.875 6.500 $2,488.27 180 1-Jun-14 $ 275,988.27
5062347 ISSAQUAH WA 98029 SFD 7.125 6.500 $2,353.35 180 1-Aug-14 $ 259,800.00
5062493 FULSHEAR TX 77441 SFD 7.250 6.500 $2,986.44 180 1-Aug-14 $ 327,150.00
5063617 ZIONSVILLE IN 46077 SFD 6.250 5.983 $3,511.15 180 1-Aug-14 $ 409,500.00
5064729 BROWNSBURG IN 46112 SFD 7.750 6.500 $3,280.35 180 1-Aug-14 $ 348,500.00
5064973 GLASTONBURY CT 06033 SFD 7.000 6.500 $3,449.26 180 1-Aug-14 $ 383,750.00
5065802 WESTON FL 33331 SFD 7.500 6.500 $4,635.07 180 1-Aug-14 $ 500,000.00
5074763 LAGUNA BEACH CA 92651 SFD 7.250 6.500 $5,477.18 180 1-Jun-14 $ 596,284.45
5074916 MIAMI BEACH FL 33139 SFD 7.375 6.500 $5,519.54 180 1-Aug-14 $ 600,000.00
5076972 BENTONVILLE AR 72712 SFD 6.875 6.500 $3,060.84 180 1-Jul-14 $ 342,105.41
6786029 WEST WINDSOR NJ 08561 SFD 7.250 6.500 $3,030.70 180 1-Jul-14 $ 330,975.13
6961353 LITTLETON CO 80123 PUD 7.125 6.500 $5,887.90 180 1-May-14 $ 643,878.22
6966294 SCOTTSDALE AZ 85255 PUD 6.875 6.500 $3,019.37 180 1-Apr-14 $ 334,193.69
7113464 CARMEL IN 46033 SFD 6.875 6.500 $2,408.01 180 1-Jun-14 $ 268,272.80
7175563 WINTER SPRINGS FL 32708 PUD 6.750 6.483 $2,633.28 180 1-May-14 $ 294,681.54
7180998 KENNESAW GA 30144 SFD 6.875 6.500 $2,475.79 180 1-Jul-14 $ 276,714.63
7238676 WASHINGTON TWP NJ 07853 SFD 7.000 6.500 $3,824.15 180 1-Jul-14 $ 424,117.70
7342240 SUGAR LAND TX 77479 SFD 7.625 6.500 $2,615.56 180 1-Jul-14 $ 279,163.61
7381146 NEWPORT BEACH CA 92660 SFD 6.875 6.500 $7,394.36 180 1-Apr-14 $ 818,431.52
7403484 LINCOLN NE 68502 SFD 7.125 6.500 $2,217.47 180 1-Jul-14 $ 244,036.03
7470946 PHOENIX AZ 85045 SFD 7.625 6.500 $2,774.89 180 1-Jun-14 $ 295,275.67
7511112 FAIRWAY KS 66205 SFD 7.000 6.500 $2,804.34 180 1-Jul-14 $ 311,015.66
7536042 GUTTENBERG NJ 07093 HCO 7.250 6.500 $1,314.52 180 1-Mar-14 $ 141,750.37
7546506 COLTON CA 92324 SFD 6.875 6.500 $2,250.49 180 1-May-14 $ 249,775.71
7557611 SAN JOSE CA 95129 SFD 7.000 6.500 $2,633.57 180 1-Jul-14 $ 292,075.60
7585200 ESCONDIDO CA 92025 SFD 7.000 6.500 $2,696.48 180 1-Jun-14 $ 298,101.52
7592777 BRECKENRIDGE CO 80424 SFD 7.250 6.500 $2,556.02 180 1-Jun-14 $ 278,266.07
7610524 ROCHESTER MN 55902 SFD 6.625 6.358 $2,493.50 180 1-Mar-14 $ 279,320.71
7617214 SAN JOSE CA 95111 PUD 6.750 6.483 $2,064.05 180 1-Apr-14 $ 230,216.45
7623416 KEMAH TX 77565 SFD 7.000 6.500 $3,661.83 180 1-Jun-14 $ 404,821.83
7627598 HOCKESSIN DE 19707 SFD 6.125 5.858 $2,526.36 180 1-Jun-14 $ 294,974.00
7634482 RED BANK NJ 07701 SFD 7.250 6.500 $1,558.26 180 1-Apr-14 $ 168,573.03
7635747 FT LAUDERDALE FL 33301 SFD 6.875 6.500 $7,018.89 180 1-May-14 $ 779,426.66
7638735 REHOBOTH BEACH DE 19971 SFD 7.250 6.500 $2,519.50 180 1-Jun-14 $ 274,290.85
7644239 ATHENS GA 30606 SFD 6.875 6.500 $8,918.54 180 1-Jun-14 $ 993,602.98
7650934 ATLANTA GA 30328 SFD 6.500 6.233 $4,703.98 180 1-Jun-14 $ 535,758.66
7650942 COLORADO SPRINGS CO 80906 SFD 7.125 6.500 $2,717.49 180 1-Jun-14 $ 298,121.96
7653384 OREFIELD TWSP PA 18069 SFD 7.125 6.500 $2,436.69 180 1-Jun-14 $ 267,316.01
7661768 AUSTIN TX 78737 SFD 6.750 6.483 $2,646.32 180 1-Jun-14 $ 297,116.25
7662616 MCKINNEY TX 75070 SFD 6.625 6.358 $2,941.28 180 1-Apr-14 $ 330,596.50
7666963 CHATSWORTH AREA CA 91311 SFD 6.625 6.358 $3,053.66 180 1-Jun-14 $ 345,520.84
7667338 EDINA MN 55436 SFD 6.625 6.358 $2,414.48 180 1-Jun-14 $ 273,202.55
7676157 TRAVERSE CITY MI 49684 SFD 6.875 6.500 $3,683.34 144 1-May-11 $ 355,618.21
7679216 HOPEWELL TWP NJ 08540 SFD 7.000 6.500 $4,458.19 180 1-Jun-14 $ 492,861.15
7679840 EDWARDS CO 81632 PUD 7.250 6.500 $4,809.42 180 1-May-14 $ 521,941.36
7681115 SAN JOSE CA 95123 SFD 6.625 6.358 $3,152.44 180 1-May-14 $ 355,520.03
7681412 STILLWATER MN 55082 SFD 7.000 6.500 $4,026.75 180 1-May-14 $ 443,734.97
7683066 BELMONT CA 94002 SFD 6.625 6.358 $3,072.98 180 1-May-14 $ 346,559.00
7683253 BOULDER CO 80301 SFD 6.750 6.483 $2,654.73 180 1-May-14 $ 297,081.96
7684446 VENTURA CA 93001 SFD 6.250 5.983 $4,269.97 180 1-Jun-14 $ 494,638.83
7684462 PLYMOUTH MN 55446 SFD 6.875 6.500 $2,399.09 180 1-Jul-14 $ 268,142.06
7685830 RALEIGH NC 27609 SFD 6.875 6.500 $3,924.16 180 1-Jun-14 $ 437,185.30
7687237 DENVER CO 80222 SFD 7.000 6.500 $2,758.94 180 1-Jul-14 $ 305,979.59
7688848 LAGUNA HILLS CA 92653 SFD 6.875 6.500 $2,515.03 180 1-Jun-14 $ 279,223.32
7690703 QUINCY MA 02171 HCO 7.000 6.500 $790.97 180 1-May-14 $ 87,162.21
7690859 ELMA NY 14059 SFD 7.125 6.500 $4,076.24 180 1-Jun-14 $ 447,182.94
7691269 CHAPEL HILL NC 27516 SFD 6.875 6.500 $2,653.27 180 1-Jun-14 $ 295,596.88
7691317 ONTARIO CA 91761 SFD 7.250 6.500 $1,186.27 180 1-Aug-14 $ 129,950.00
7691379 PORTLAND OR 97229 SFD 6.625 6.358 $2,996.59 180 1-May-14 $ 337,944.55
7692328 SAN JOSE CA 95125 SFD 7.125 6.500 $3,169.96 180 1-May-14 $ 346,654.11
7696676 BRECKENIRDGE CO 80424 SFD 6.750 6.483 $5,751.91 180 1-May-14 $ 443,677.59
7696913 WHEATON IL 60178 SFD 6.875 6.500 $2,392.85 180 1-May-14 $ 265,501.98
7697162 MALIBU CA 90265 SFD 6.500 6.233 $4,616.87 180 1-Jun-14 $ 526,498.47
7700141 RANCHO MIRAGE CA 92270 LCO 7.500 6.500 $966.87 180 1-Jun-14 $ 103,513.65
7700151 TORRANCE CA 90505 SFD 6.750 6.483 $2,690.12 180 1-Jun-14 $ 302,034.25
7700412 SCOTTSDALE AZ 85251 SFD 7.125 6.500 $3,202.11 180 1-Jun-14 $ 351,200.53
7703052 LAS VEGAS NV 89113 SFD 7.375 6.500 $2,318.21 180 1-Jun-14 $ 250,456.35
7706369 WASHINGTON DC 20016 SFD 6.625 6.358 $2,414.48 180 1-Jun-14 $ 273,202.55
7708406 LA CROSSE WI 54601 SFD 7.500 6.500 $3,708.05 180 1-May-14 $ 396,353.15
7710422 BROOKFIELD WI 53045 SFD 7.250 6.500 $2,966.80 180 1-Jun-14 $ 322,678.30
7712105 MOUNTAIN VILLAGE CO 81435 LCO 7.125 6.500 $3,107.00 180 1-Jun-14 $ 340,852.77
7712528 ASPEN CO 81611 SFD 6.875 6.500 $8,918.54 180 1-Jun-14 $ 993,602.98
7712937 BELLAIRE TX 77401 SFD 6.750 6.483 $3,201.60 180 1-Jul-14 $ 360,633.53
7714602 SIMSBURY CT 06074 SFD 6.750 6.483 $3,982.09 180 1-Jun-14 $ 447,090.16
7714888 HILTON HEAD SC 29928 LCO 6.750 6.483 $4,424.55 180 1-May-14 $ 495,136.59
7715527 MIDWAY UT 84049 SFD 6.875 6.500 $2,675.56 180 1-Jun-14 $ 298,080.90
7716789 DAUFUSKIE ISLAND SC 29901 SFD 7.000 6.500 $3,020.06 180 1-Jun-14 $ 333,271.41
7718712 MIDLAND TX 79705 SFD 6.875 6.500 $3,567.42 180 1-May-14 $ 396,150.78
7718961 HAIKU HI 96708 SFD 6.875 6.500 $8,528.36 180 1-Jun-14 $ 950,132.84
7719938 AVALON NJ 08202 SFD 7.125 6.500 $2,681.26 180 1-Jul-14 $ 295,076.24
7720298 WIMBERLEY TX 78676 SFD 7.125 6.500 $2,352.44 180 1-May-14 $ 257,254.13
7721124 CASTLE ROCK CO 80104 SFD 7.250 6.500 $3,834.02 180 1-Jul-14 $ 418,703.48
7722442 SAN MARINO CA 91108 SFD 7.125 6.500 $5,706.74 180 1-Jun-14 $ 626,056.10
7723637 SAN LEANDRO CA 94579 SFD 7.375 6.500 $2,745.55 180 1-Jul-14 $ 297,542.70
7724755 BELLEVILLE NJ 07109 SFD 7.375 6.500 $975.12 180 1-Jul-14 $ 105,676.34
7726760 FRAMINGHAM MA 01701 SFD 7.375 6.500 $4,288.13 180 1-Jul-14 $ 464,716.69
7727854 GRANITE BAY CA 95746 PUD 6.375 6.108 $2,565.10 180 1-May-14 $ 293,819.17
7728373 GROSSE POINTE SHO MI 48236 SFD 6.625 6.358 $3,511.98 180 1-Jun-14 $ 397,385.51
7733643 HUNTINGTON BEACH CA 92649 SFD 6.500 6.233 $2,221.32 180 1-Jun-14 $ 253,315.31
7734032 SCOTTSDALE AZ 85259 SFD 7.250 6.500 $5,835.02 180 1-Jul-14 $ 637,226.81
7734229 SCOTTSDALE AZ 85259 SFD 6.875 6.500 $3,438.77 180 1-Jun-14 $ 383,108.46
7735037 LAFAYETTE CA 94549 SFD 6.750 6.483 $2,822.86 180 1-Jun-14 $ 316,937.25
7736078 GRANITE SPRINGS NY 10527 SFD 6.625 6.358 $2,535.21 180 1-Jul-14 $ 285,308.93
7736334 DENVER CO 80206 SFD 6.500 6.233 $4,412.16 180 1-Jun-14 $ 503,153.72
7740430 ST HELENA CA 94574 SFD 6.875 6.500 $6,778.09 180 1-Jun-14 $ 755,138.27
7740585 EDINA MN 55436 SFD 6.750 6.483 $3,079.49 180 1-Jun-14 $ 345,749.71
7741321 BERKELEY CA 94707 SFD 7.750 6.500 $2,541.44 180 1-Jul-14 $ 269,202.31
7741681 WEBSTER NY 14580 SFD 6.250 5.983 $2,812.35 180 1-Jun-14 $ 325,786.21
7741751 SEAL BEACH CA 90740 SFD 7.000 6.500 $8,988.28 180 1-Jun-14 $ 993,671.70
7742134 NAPERVILLE IL 60564 SFD 7.125 6.500 $3,347.05 180 1-Jun-14 $ 367,186.26
7742186 CARBONDALE CO 81623 SFD 6.875 6.500 $2,400.87 180 1-Jun-14 $ 267,389.55
7743469 NEWPORT BEACH CA 92625 SFD 6.875 6.500 $2,956.50 180 1-Jun-14 $ 329,379.38
7743687 IRVINE CA 92604 SFD 6.750 6.483 $2,221.12 180 1-Jun-14 $ 248,895.39
7744302 STOCKTON CA 95215 SFD 7.375 6.500 $3,679.68 180 1-Jul-14 $ 398,777.65
7746177 VENTURA CA 93003 SFD 6.500 6.233 $4,587.34 120 1-Jun-09 $ 399,188.99
7747765 INDIANAPOLIS IN 46256 SFD 6.500 6.233 $5,662.20 180 1-Jun-14 $ 645,705.66
7747771 ARCADIA CA 91006 LCO 6.875 6.500 $3,233.03 120 1-Jun-09 $ 276,732.94
7749617 MILWAUKIE OR 97267 SFD 6.750 6.483 $2,811.52 180 1-Jun-14 $ 315,663.52
7750901 SONOMA CA 95476 SFD 6.875 6.500 $2,675.56 180 1-Jun-14 $ 294,737.41
7751579 OAKLAND CA 94610 SFD 7.000 6.500 $2,345.15 180 1-Jun-14 $ 259,160.29
7752061 BARRINGTON IL 60010 SFD 6.625 6.358 $2,458.38 180 1-Jul-14 $ 279,045.83
7754913 DENVER CO 80218 SFD 7.125 6.500 $2,486.51 180 1-Jul-14 $ 273,643.33
7754978 SANTA BARBARA CA 93108 SFD 6.875 6.500 $8,918.54 180 1-Jul-14 $ 996,810.63
7755250 CALABASAS CA 91301 SFD 6.875 6.500 $3,567.42 180 1-Jun-14 $ 397,408.61
7755359 NORTHRIDGE AREA CA 91324 SFD 6.750 6.483 $4,018.84 120 1-Jun-09 $ 345,888.29
7755401 SANTA CLARA CA 95051 SFD 6.750 6.483 $2,849.41 180 1-Jun-14 $ 319,614.99
7755626 SAN LUIS OBISPO CA 93405 SFD 6.625 6.358 $3,072.98 180 1-Jun-14 $ 347,712.32
7756101 CHINO HILLS CA 91709 SFD 6.750 6.483 $4,247.57 180 1-Jul-14 $ 477,452.43
7757277 TUCSON AZ 85749 SFD 6.875 6.500 $5,797.05 180 1-Jul-14 $ 647,926.91
7758760 EVERETT WA 98201 LCO 6.625 6.358 $2,472.43 180 1-Jul-14 $ 280,682.24
7758798 MARYSVILLE WA 98271 SFD 6.625 6.358 $2,287.17 180 1-Jul-14 $ 259,651.01
7759334 UPLAND CA 91784 SFD 6.625 6.358 $2,420.19 180 1-Jun-14 $ 273,691.46
7759876 LAS VEGAS NV 89117 SFD 6.625 6.358 $4,082.67 180 1-Jun-14 $ 461,960.67
7759906 ASPEN CO 81611 LCO 6.875 6.500 $2,675.56 180 1-Jul-14 $ 299,043.19
7760014 TUCSON AZ 85718 SFD 6.625 6.358 $3,072.98 180 1-Jun-14 $ 347,712.32
7760569 MASSILLON OH 44646 SFD 6.000 5.733 $3,375.43 180 1-Jul-14 $ 398,624.57
7760877 WHEATON IL 60187 SFD 6.875 6.500 $2,521.27 180 1-Jun-14 $ 279,885.84
7762682 PRINCESS ANNE MD 21853 SFD 7.000 6.500 $3,100.96 180 1-Jul-14 $ 343,911.54
7763890 OCEAN RIDGE FL 33435 SFD 6.375 6.108 $2,852.03 180 1-Jun-14 $ 327,796.36
7764516 DUBLIN OH 43016 SFD 6.875 6.500 $3,549.58 180 1-Jun-14 $ 395,453.99
7764718 SANTA MONICA CA 90403 SFD 6.500 6.233 $3,702.21 180 1-Jul-14 $ 423,599.87
7765680 LAS VEGAS NV 89117 SFD 6.875 6.500 $3,307.00 180 1-Jun-14 $ 368,427.98
7766387 GREENWOOD VILLAGE CO 80121 SFD 7.250 6.500 $9,128.63 180 1-Jun-14 $ 993,807.43
7766683 BARRINGTON IL 60010 SFD 6.875 6.500 $4,191.72 180 1-Jun-14 $ 466,993.39
7766923 PORTLAND OR 97229 SFD 6.750 6.483 $4,835.15 180 1-Jun-14 $ 542,866.79
7767912 CHAPEL HILLL NC 27514 SFD 7.000 6.500 $4,788.96 180 1-Aug-14 $ 532,800.00
7768209 BODEGA BAY CA 94923 SFD 7.125 6.500 $2,898.66 180 1-Jun-14 $ 317,793.47
7768453 LOS ANGELES CA 90046 SFD 6.625 6.358 $2,633.98 180 1-Jul-14 $ 299,022.27
7768472 PLEASANTON CA 94566 SFD 7.125 6.500 $5,797.32 180 1-Jun-14 $ 635,993.50
7770382 PORTLAND OR 97202 SFD 6.625 6.358 $2,337.66 180 1-Jul-14 $ 265,382.26
7771662 PARK CITY UT 84060 LCO 7.000 6.500 $3,350.83 180 1-Jul-14 $ 371,623.84
7772351 HUDSON OH 44236 SFD 6.875 6.500 $3,210.68 180 1-Jul-14 $ 358,851.82
7778711 ROSEBURG OR 97470 SFD 7.000 6.500 $3,145.90 180 1-Jul-14 $ 348,895.77
7779920 DALLAS TX 75248 SFD 7.125 6.500 $2,898.66 180 1-Jul-14 $ 319,001.34
7780546 CHEVY CHASE MD 20815 SFD 6.875 6.500 $2,711.24 180 1-Aug-14 $ 304,000.00
7780782 MANHATTAN BEACH CA 90266 SFD 6.875 6.500 $4,245.23 180 1-Jul-14 $ 474,481.85
7781637 GRANBURY TX 76049 SFD 7.500 6.500 $2,441.75 180 1-Jul-14 $ 262,604.50
7782697 BOISE ID 83709 SFD 6.875 6.500 $2,586.38 180 1-Jun-14 $ 288,117.54
7784719 LAKE OSWEGO OR 97034 SFD 6.875 6.500 $2,541.78 180 1-Jul-14 $ 284,091.03
7787598 MANHATTAN BEACH CA 90266 PUD 6.875 6.500 $3,085.82 180 1-Jul-14 $ 344,896.47
7789288 OMAHA NE 68114 SFD 7.125 6.500 $5,634.27 180 1-Jun-14 $ 618,106.19
7789690 SANTA ANA CA 92705 SFD 6.875 6.500 $3,678.90 180 1-Jul-14 $ 411,184.38
7793788 WASHINGTON TWP. NJ 08080 SFD 7.625 6.500 $2,592.21 180 1-Jul-14 $ 276,663.28
7795106 COLORADO SPRINGS CO 80918 SFD 6.875 6.500 $3,121.49 180 1-Jun-14 $ 347,761.04
7796649 VENTURA CA 93003 SFD 7.375 6.500 $901.52 180 1-Jul-14 $ 97,700.77
7797135 BEAR DE 19701 SFD 7.625 6.500 $913.91 180 1-Jul-14 $ 97,542.75
7797606 SPOKANE WA 99223 SFD 7.375 6.500 $4,121.26 180 1-Jul-14 $ 446,632.07
7799153 SARATOGA CA 95070 SFD 7.125 6.500 $5,434.99 180 1-Jul-14 $ 598,127.51
7800128 NEWPORT BEACH CA 92657 LCO 7.000 6.500 $4,557.06 180 1-Jul-14 $ 505,400.44
7800546 HUDSON WI 54016 SFD 7.000 6.500 $5,748.01 180 1-Jul-14 $ 637,482.41
7803458 BELLEVUE WA 98006 SFD 7.250 6.500 $3,542.82 180 1-Jul-14 $ 386,901.95
7809174 AVALON NJ 08202 SFD 7.500 6.500 $4,635.05 180 1-Jul-14 $ 498,488.94
7811296 CROWNSVILLE MD 21032 SFD 6.750 6.483 $2,212.27 180 1-Aug-14 $ 250,000.00
7814241 PALM SPRINGS CA 92264 SFD 7.375 6.500 $2,207.82 180 1-Aug-14 $ 240,000.00
7822669 RENO NV 89509 SFD 7.500 6.500 $3,476.30 180 1-Aug-14 $ 375,000.00
7830824 LAKEVILLE MN 55044 PUD 7.500 6.500 $2,671.19 180 1-Jul-14 $ 287,279.75
</TABLE>
<TABLE>
NASCOR
NMI / 1999-22 Exhibit F-2
15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
(Continued)
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xIv) (xv) (xvI)
----- ------ --------- ---------- -------- --------------------------------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
-------- ------ --------- ---------- -------- --------------------------------
<S> <C> <C> <C> <C>
4785398 45.13 0.25 0.017 0
4844354 78.31 0.25 0.017 0.608
4926927 80.00 0.25 0.017 0.233
4935158 71.08 0.25 0.017 0
4950595 75.15 0.25 0.017 0
4955502 64.20 0.25 0.017 0
4965023 13.30 0.25 0.017 0.608
4974696 76.43 0.25 0.017 0.233
4976677 59.45 0.25 0.017 0
4977227 70.00 0.25 0.017 0
4983462 32.18 GD 3YR 0.25 0.017 0.108
4988132 29.63 0.25 0.017 0.233
4989033 60.28 0.25 0.017 0.233
4989945 66.67 0.25 0.017 0
4991110 65.22 0.25 0.017 0.358
4991695 51.23 0.25 0.017 0.483
4992694 50.00 0.25 0.017 0.358
4993618 75.00 0.25 0.017 0
4993995 42.54 0.25 0.017 0.108
4994358 54.78 0.25 0.017 0
4996515 69.74 0.25 0.017 0.483
4996539 63.12 0.25 0.017 0
4997396 80.00 0.25 0.017 0.233
4997477 75.00 0.25 0.017 0.108
5000004 64.99 0.25 0.017 0.108
5001176 80.00 0.25 0.017 0.108
5002617 68.94 0.25 0.017 0.233
5002841 69.57 0.25 0.017 0
5004049 79.95 0.25 0.017 0.108
5004102 61.54 0.25 0.017 0.233
5005555 75.00 0.25 0.017 0.483
5006539 79.71 0.25 0.017 0.108
5006922 80.00 0.25 0.017 0
5010336 40.18 0.25 0.017 0.733
5010481 73.21 0.25 0.017 0
5011133 69.73 0.25 0.017 0.108
5011985 70.00 0.25 0.017 0.483
5011988 63.59 0.25 0.017 0
5013301 75.44 0.25 0.017 0.233
5013890 68.47 0.25 0.017 0
5015084 80.00 0.25 0.017 0
5015111 62.50 0.25 0.017 0
5016676 64.16 0.25 0.017 0
5017196 73.90 0.25 0.017 0.233
5017239 90.00 24 0.25 0.017 0.108
5017296 39.25 0.25 0.017 0
5017562 73.53 0.25 0.017 0
5017776 16.66 0.25 0.017 0
5018527 83.43 06 0.25 0.017 0
5018896 73.10 0.25 0.017 0.108
5019254 34.48 0.25 0.017 0.358
5019691 77.27 0.25 0.017 0
5020898 80.00 0.25 0.017 0
5020971 67.14 0.25 0.017 0
5021359 39.18 0.25 0.017 0
5021443 79.10 0.25 0.017 0
5021791 75.00 0.25 0.017 0
5021802 80.00 0.25 0.017 0.233
5021850 64.80 0.25 0.017 0.233
5022389 63.49 0.25 0.017 0.233
5022450 79.97 0.25 0.017 0
5022603 80.00 0.25 0.017 0
5022836 39.34 0.25 0.017 0
5022858 38.71 0.25 0.017 0
5022908 48.28 0.25 0.017 0
5023156 63.95 0.25 0.017 0
5023503 65.22 0.25 0.017 0
5023682 60.59 0.25 0.017 0.608
5024774 53.43 0.25 0.017 0
5024969 73.47 0.25 0.017 0
5025020 56.52 0.25 0.017 0
5025439 57.27 0.25 0.017 0
5026377 23.33 0.25 0.017 0
5026395 80.00 0.25 0.017 0.108
5026420 76.51 0.25 0.017 0.358
5026811 69.93 0.25 0.017 0.108
5026921 75.00 0.25 0.017 0
5027050 56.94 0.25 0.017 0
5027968 60.63 0.25 0.017 0
5028046 68.75 0.25 0.017 0.108
5028475 87.72 24 0.25 0.017 0.108
5028824 73.86 0.25 0.017 0.108
5028962 80.00 0.25 0.017 0
5029382 80.00 0.25 0.017 0.233
5030107 77.72 0.25 0.017 0.358
5030218 59.76 0.25 0.017 0.358
5030222 50.63 0.25 0.017 0
5030386 30.77 0.25 0.017 0.108
5030731 74.50 0.25 0.017 0
5030759 63.41 0.25 0.017 0.108
5030957 80.00 0.25 0.017 0.108
5030974 52.53 0.25 0.017 0
5031212 52.33 0.25 0.017 0.108
5031243 77.54 0.25 0.017 0.108
5031572 32.60 0.25 0.017 0.108
5031705 80.00 0.25 0.017 0
5031925 54.95 0.25 0.017 0.108
5032331 70.51 0.25 0.017 0.108
5032337 70.00 0.25 0.017 0.108
5032365 74.88 0.25 0.017 0
5032711 89.53 12 0.25 0.017 0.108
5032878 26.67 0.25 0.017 0.233
5033525 80.00 0.25 0.017 0
5033814 50.15 0.25 0.017 0
5033867 57.76 0.25 0.017 0
5033884 72.16 0.25 0.017 0
5033938 74.27 0.25 0.017 0
5034021 66.29 0.25 0.017 0.108
5034210 49.17 0.25 0.017 0.108
5034234 72.43 0.25 0.017 0
5034238 54.19 0.25 0.017 0.108
5034358 90.00 06 0.25 0.017 0
5034469 58.39 0.25 0.017 0
5034570 69.65 0.25 0.017 0
5034581 75.00 0.25 0.017 0.233
5034596 56.82 0.25 0.017 0.483
5034858 21.28 0.25 0.017 0.608
5034896 65.03 0.25 0.017 0.358
5034903 61.45 0.25 0.017 0
5035070 40.82 0.25 0.017 0
5035151 37.82 0.25 0.017 0.233
5035282 60.12 0.25 0.017 0.108
5035483 75.00 0.25 0.017 0.358
5035502 46.17 0.25 0.017 0.608
5035840 75.00 0.25 0.017 0
5035866 26.09 0.25 0.017 0
5035901 79.33 0.25 0.017 0.108
5035930 56.47 0.25 0.017 0
5035954 65.42 0.25 0.017 0.108
5035957 75.00 0.25 0.017 0
5035972 75.00 0.25 0.017 0.108
5036107 54.43 0.25 0.017 0.108
5036110 75.00 0.25 0.017 1.108
5036127 79.28 0.25 0.017 0.608
5036139 80.00 0.25 0.017 0.233
5036339 63.62 0.25 0.017 0.858
5036404 79.96 0.25 0.017 0.233
5036440 80.00 0.25 0.017 0
5036717 68.60 0.25 0.017 0.483
5036740 66.60 0.25 0.017 0.358
5036940 61.03 0.25 0.017 0.483
5037071 73.68 0.25 0.017 0
5037108 58.33 0.25 0.017 0.233
5037128 90.00 13 0.25 0.017 0
5037241 39.81 0.25 0.017 0.108
5037293 80.00 0.25 0.017 0
5037319 53.60 0.25 0.017 0.108
5037325 72.53 0.25 0.017 0.108
5038145 69.23 0.25 0.017 0.108
5038363 75.00 0.25 0.017 0.233
5039257 67.06 0.25 0.017 0
5039314 80.00 0.25 0.017 0
5039372 68.75 0.25 0.017 0
5039386 67.59 0.25 0.017 0.233
5039439 56.78 0.25 0.017 0
5039454 80.00 0.25 0.017 0.483
5039468 70.87 0.25 0.017 0.233
5039472 53.57 0.25 0.017 0.108
5039547 64.94 0.25 0.017 0.483
5039564 68.68 0.25 0.017 0.358
5039793 25.87 0.25 0.017 0.483
5039801 37.31 0.25 0.017 0.108
5039808 64.99 0.25 0.017 0.108
5039832 56.87 0.25 0.017 0.358
5039837 64.40 0.25 0.017 0.358
5039873 68.01 0.25 0.017 0
5039876 80.00 0.25 0.017 0.608
5039881 70.00 0.25 0.017 0.233
5039887 80.00 0.25 0.017 0.483
5039914 65.92 0.25 0.017 0.483
5039983 80.00 0.25 0.017 0
5040072 47.80 0.25 0.017 0.483
5040077 35.67 0.25 0.017 0
5040083 68.89 0.25 0.017 0.608
5040139 75.84 0.25 0.017 0
5040161 75.00 0.25 0.017 0.108
5040171 70.00 0.25 0.017 0.233
5040547 87.73 24 0.25 0.017 0.233
5040682 70.00 0.25 0.017 0
5040699 55.25 0.25 0.017 0
5040754 56.52 0.25 0.017 0.108
5040773 66.67 0.25 0.017 0.608
5040776 64.52 0.25 0.017 0.358
5041042 65.22 0.25 0.017 0
5041220 45.63 0.25 0.017 0
5041566 63.16 0.25 0.017 0
5041591 59.21 0.25 0.017 0.483
5041596 75.00 0.25 0.017 0.233
5041742 61.86 0.25 0.017 0.483
5041760 59.72 0.25 0.017 0
5041799 80.00 0.25 0.017 0.108
5041805 67.45 0.25 0.017 0.358
5041848 66.67 0.25 0.017 0
5042151 35.58 0.25 0.017 0.358
5042206 50.00 0.25 0.017 0.108
5042604 51.85 0.25 0.017 0
5042649 63.23 0.25 0.017 0.733
5042782 76.11 0.25 0.017 0
5042943 57.27 0.25 0.017 0.233
5043173 73.38 0.25 0.017 0.108
5043181 72.96 0.25 0.017 0
5043205 68.03 0.25 0.017 0.608
5043242 69.18 0.25 0.017 0.108
5043270 39.16 0.25 0.017 0.108
5043287 75.00 0.25 0.017 0.233
5043304 53.91 0.25 0.017 0
5043439 80.00 0.25 0.017 0.108
5043540 62.93 0.25 0.017 0
5043776 67.60 0.25 0.017 0
5044002 42.94 0.25 0.017 0.233
5044313 80.00 0.25 0.017 0
5044597 80.00 0.25 0.017 0.733
5044780 60.00 0.25 0.017 0.983
5044966 40.43 0.25 0.017 0.483
5045695 36.94 0.25 0.017 0.483
5045952 55.76 0.25 0.017 0.108
5045968 79.33 0.25 0.017 0.233
5046122 38.93 0.25 0.017 0.108
5046211 80.00 0.25 0.017 0.108
5046961 80.00 0.25 0.017 0.233
5047134 28.79 0.25 0.017 0.233
5047385 78.00 0.25 0.017 0.233
5047558 27.56 0.25 0.017 0
5047615 67.50 0.25 0.017 0
5047663 48.01 0.25 0.017 0
5047714 80.00 0.25 0.017 0.233
5047755 72.59 0.25 0.017 0
5047806 80.00 0.25 0.017 0
5047867 68.42 0.25 0.017 0.108
5047892 78.25 0.25 0.017 0
5048263 56.43 0.25 0.017 0.233
5048283 75.00 0.25 0.017 0.858
5048313 78.00 0.25 0.017 0
5048472 47.84 0.25 0.017 0
5048580 54.91 0.25 0.017 0
5048650 85.00 06 0.25 0.017 0
5049093 67.42 0.25 0.017 0.233
5049777 80.00 0.25 0.017 0.233
5051228 52.63 0.25 0.017 0.108
5051551 45.81 0.25 0.017 0.233
5051601 63.07 0.25 0.017 0
5052106 59.67 0.25 0.017 0.983
5052367 44.51 0.25 0.017 0.108
5052464 58.25 0.25 0.017 0.358
5052742 54.64 0.25 0.017 0.483
5052787 59.20 0.25 0.017 1.483
5052894 40.53 0.25 0.017 0.983
5052976 67.55 0.25 0.017 0
5053220 89.98 01 0.25 0.017 0.233
5053266 80.00 0.25 0.017 1.233
5053390 72.55 0.25 0.017 0.108
5053626 80.00 0.25 0.017 0.858
5055119 80.00 0.25 0.017 1.483
5055180 49.65 0.25 0.017 0.233
5055496 42.86 0.25 0.017 1.358
5055719 79.64 0.25 0.017 0
5056132 79.94 0.25 0.017 0
5056575 73.64 0.25 0.017 0.733
5056598 70.00 0.25 0.017 0.108
5057405 56.25 0.25 0.017 0.983
5057459 41.43 0.25 0.017 1.608
5057616 69.51 0.25 0.017 0.858
5060109 66.57 0.25 0.017 0.233
5061394 80.00 0.25 0.017 1.108
5061880 80.00 0.25 0.017 0.233
5061918 52.86 0.25 0.017 0
5061921 46.69 0.25 0.017 0
5061933 79.95 0.25 0.017 0.108
5061959 60.59 0.25 0.017 0
5061984 80.00 0.25 0.017 0
5061995 68.51 0.25 0.017 0
5062012 65.06 0.25 0.017 0
5062034 68.75 0.25 0.017 0.108
5062088 55.90 0.25 0.017 0.108
5062184 41.56 0.25 0.017 0
5062205 58.37 0.25 0.017 0.108
5062347 69.28 0.25 0.017 0.358
5062493 60.58 0.25 0.017 0.483
5063617 70.00 0.25 0.017 0
5064729 82.58 0.25 0.017 0.983
5064973 71.90 0.25 0.017 0.233
5065802 53.36 0.25 0.017 0.733
5074763 75.00 0.25 0.017 0.483
5074916 64.86 0.25 0.017 0.608
5076972 80.00 0.25 0.017 0.108
6786029 69.89 0.25 0.017 0.483
6961353 68.13 0.25 0.017 0.358
6966294 80.00 0.25 0.017 0.108
7113464 65.41 0.25 0.017 0.108
7175563 80.00 0.25 0.017 0
7180998 80.00 0.25 0.017 0.108
7238676 80.00 0.25 0.017 0.233
7342240 80.00 0.25 0.017 0.858
7381146 75.00 0.25 0.017 0.108
7403484 80.00 0.25 0.017 0.358
7470946 80.00 0.25 0.017 0.858
7511112 80.00 0.25 0.017 0.233
7536042 51.06 0.25 0.017 0.483
7546506 90.00 06 0.25 0.017 0.108
7557611 45.08 0.25 0.017 0.233
7585200 59.41 0.25 0.017 0.233
7592777 80.00 0.25 0.017 0.483
7610524 80.00 0.25 0.017 0
7617214 75.00 0.25 0.017 0
7623416 59.47 0.25 0.017 0.233
7627598 75.19 0.25 0.017 0
7634482 72.33 0.25 0.017 0.483
7635747 74.95 0.25 0.017 0.108
7638735 69.00 0.25 0.017 0.483
7644239 75.97 0.25 0.017 0.108
7650934 80.00 0.25 0.017 0
7650942 77.92 0.25 0.017 0.358
7653384 79.35 0.25 0.017 0.358
7661768 76.68 0.25 0.017 0
7662616 68.37 0.25 0.017 0
7666963 79.95 0.25 0.017 0
7667338 53.92 0.25 0.017 0
7676157 70.00 0.25 0.017 0.108
7679216 80.00 0.25 0.017 0.233
7679840 46.83 0.25 0.017 0.483
7681115 69.99 0.25 0.017 0
7681412 80.00 0.25 0.017 0.233
7683066 57.85 0.25 0.017 0
7683253 50.42 0.25 0.017 0
7684446 60.00 0.25 0.017 0
7684462 74.93 0.25 0.017 0.108
7685830 80.00 0.25 0.017 0.108
7687237 74.50 0.25 0.017 0.233
7688848 47.80 0.25 0.017 0.108
7690703 68.48 0.25 0.017 0.233
7690859 72.00 0.25 0.017 0.358
7691269 70.00 0.25 0.017 0.108
7691317 54.86 0.25 0.017 0.483
7691379 68.26 0.25 0.017 0
7692328 69.99 0.25 0.017 0.358
7696676 55.79 0.25 0.017 0
7696913 58.84 0.25 0.017 0.108
7697162 40.77 0.25 0.017 0
7700141 70.00 0.25 0.017 0.733
7700151 77.95 0.25 0.017 0
7700412 88.38 17 0.25 0.017 0.358
7703052 90.00 17 0.25 0.017 0.608
7706369 68.92 0.25 0.017 0
7708406 80.00 0.25 0.017 0.733
7710422 69.15 0.25 0.017 0.483
7712105 69.29 0.25 0.017 0.358
7712528 41.75 0.25 0.017 0.108
7712937 80.00 0.25 0.017 0
7714602 60.01 0.25 0.017 0
7714888 80.00 0.25 0.017 0
7715527 75.00 0.25 0.017 0.108
7716789 70.00 0.25 0.017 0.233
7718712 57.14 0.25 0.017 0.108
7718961 69.04 0.25 0.017 0.108
7719938 64.21 0.25 0.017 0.358
7720298 70.19 0.25 0.017 0.358
7721124 52.50 0.25 0.017 0.483
7722442 73.26 0.25 0.017 0.358
7723637 80.00 0.25 0.017 0.608
7724755 67.95 0.25 0.017 0.608
7726760 85.00 11 0.25 0.017 0.608
7727854 36.20 0.25 0.017 0
7728373 42.11 0.25 0.017 0
7733643 42.86 0.25 0.017 0
7734032 80.00 0.25 0.017 0.483
7734229 71.40 0.25 0.017 0.108
7735037 62.92 0.25 0.017 0
7736078 75.00 0.25 0.017 0
7736334 68.45 0.25 0.017 0
7740430 43.43 0.25 0.017 0.108
7740585 79.45 0.25 0.017 0
7741321 75.00 0.25 0.017 0.983
7741681 80.00 0.25 0.017 0
7741751 76.92 0.25 0.017 0.233
7742134 77.79 0.25 0.017 0.358
7742186 69.03 0.25 0.017 0.108
7743469 32.34 0.25 0.017 0.108
7743687 65.19 0.25 0.017 0
7744302 88.99 17 0.25 0.017 0.608
7746177 52.13 0.25 0.017 0
7747765 61.90 0.25 0.017 0
7747771 80.00 0.25 0.017 0.108
7749617 59.39 0.25 0.017 0
7750901 46.15 0.25 0.017 0.108
7751579 66.05 0.25 0.017 0.233
7752061 53.85 0.25 0.017 0
7754913 68.63 0.25 0.017 0.358
7754978 55.56 0.25 0.017 0.108
7755250 48.78 0.25 0.017 0.108
7755359 38.89 0.25 0.017 0
7755401 68.51 0.25 0.017 0
7755626 31.82 0.25 0.017 0
7756101 70.59 0.25 0.017 0
7757277 69.74 0.25 0.017 0.108
7758760 70.40 0.25 0.017 0
7758798 63.54 0.25 0.017 0
7759334 59.03 0.25 0.017 0
7759876 62.00 0.25 0.017 0
7759906 48.00 0.25 0.017 0.108
7760014 35.00 0.25 0.017 0
7760569 53.33 0.25 0.017 0
7760877 32.87 0.25 0.017 0.108
7762682 77.53 0.25 0.017 0.233
7763890 52.38 0.25 0.017 0
7764516 74.39 0.25 0.017 0.108
7764718 39.53 0.25 0.017 0
7765680 79.43 0.25 0.017 0.108
7766387 64.10 0.25 0.017 0.483
7766683 76.05 0.25 0.017 0.108
7766923 80.00 0.25 0.017 0
7767912 80.00 0.25 0.017 0.233
7768209 69.72 0.25 0.017 0.358
7768453 41.38 0.25 0.017 0
7768472 80.00 0.25 0.017 0.358
7770382 75.00 0.25 0.017 0
7771662 80.00 0.25 0.017 0.233
7772351 75.00 0.25 0.017 0.108
7778711 73.68 0.25 0.017 0.233
7779920 80.00 0.25 0.017 0.358
7780546 80.00 0.25 0.017 0.108
7780782 59.50 0.25 0.017 0.108
7781637 87.95 11 0.25 0.017 0.733
7782697 72.50 0.25 0.017 0.108
7784719 60.00 0.25 0.017 0.108
7787598 56.72 0.25 0.017 0.108
7789288 79.95 0.25 0.017 0.358
7789690 68.75 0.25 0.017 0.108
7793788 75.00 0.25 0.017 0.858
7795106 67.05 0.25 0.017 0.108
7796649 36.57 0.25 0.017 0.608
7797135 75.00 0.25 0.017 0.858
7797606 70.00 0.25 0.017 0.608
7799153 46.15 0.25 0.017 0.358
7800128 47.83 0.25 0.017 0.233
7800546 58.14 0.25 0.017 0.233
7803458 68.09 0.25 0.017 0.483
7809174 66.67 0.25 0.017 0.733
7811296 54.80 0.25 0.017 0
7814241 50.10 0.25 0.017 0.608
7822669 75.00 0.25 0.017 0.733
7830824 85.00 01 0.25 0.017 0.733
$159,331,884.04
</TABLE>
COUNT: 441
WAC: 6.89531514
WAM: 177.4673502
WALTV: 65.47617435
<PAGE>
EXHIBIT F-3
<TABLE>
NASCOR
NMI / 1999-22 Exhibit F-3
15 YEAR FIXED RATE RELOCATION AND 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>
4960212 HOUSTON TX 77024 SFD 6.875 6.500 $4,102.53 180 1-Nov-13
4979680 DICKINSON TX 77546 SFD 6.500 6.233 $958.22 180 1-Nov-13
4979786 WAXAHATCHIE TX 75165 SFD 6.750 6.483 $637.27 120 1-Jan-09
4980010 PINEHURST TX 77362 SFD 6.625 6.358 $422.32 180 1-Jan-14
4980081 DALLAS TX 75231 SFD 7.125 6.500 $419.85 180 1-Jul-13
4980095 GARLAND TX 75041 SFD 7.000 6.500 $402.68 180 1-Jul-13
4980155 RED OAK TX 75154 SFD 7.000 6.500 $494.36 180 1-Oct-13
4980309 DALLAS TX 75243 SFD 6.625 6.358 $1,229.20 180 1-Apr-13
4980312 HOUSTON TX 77079 SFD 6.500 6.233 $1,857.21 180 1-Mar-13
4984549 LOS ANGELES CA 90046 SFD 7.375 6.500 $6,962.20 180 1-Jan-14
4992739 TULSA OK 74105 SFD 6.750 6.483 $2,875.96 180 1-Apr-14
4993958 KIMBERLY ID 83341 SFD 6.500 6.233 $2,587.19 180 1-Mar-14
5000040 ATLANTA GA 30305 SFD 6.750 6.483 $5,181.15 180 1-Jan-14
5004763 BRIGHTON NY 14610 SFD 7.000 6.500 $3,011.08 180 1-Feb-14
5009604 NEW DERRY PA 15671 SFD 8.000 6.500 $716.52 120 1-Jan-09
5017697 ALPARETTA GA 30022 SFD 6.500 6.233 $3,292.79 180 1-Apr-14
5017753 LITTLETON CO 80121 SFD 6.875 6.500 $3,134.87 180 1-Apr-14
5017831 METAMORA IL 61548 SFD 7.000 6.500 $3,541.38 180 1-Apr-14
5017842 NORTHBROOK IL 60062 SFD 6.875 6.500 $3,493.40 180 1-Mar-14
5017867 BLOOMINGTON IN 47401 SFD 6.875 6.500 $2,764.75 180 1-Apr-14
5017869 BAINBRIDGE OH 44023 SFD 6.750 6.483 $5,601.48 180 1-Apr-14
5017878 BETHESDA MD 20817 SFD 6.750 6.483 $8,849.10 180 1-Apr-14
5017879 FOUNTAIN HILLS AZ 85268 SFD 7.000 6.500 $1,317.69 180 1-Mar-14
5017907 BURR RIDGE IL 60521 SFD 6.250 5.983 $3,215.34 180 1-Apr-14
5017917 LAKE WACCAMAW NC 28450 SFD 6.500 6.233 $2,975.71 180 1-Apr-14
5017924 BELLEVUE OH 44811 SFD 6.250 5.983 $2,504.54 180 1-Apr-14
5017939 WORTHINGTON OH 43085 SFD 6.625 6.358 $4,214.38 180 1-Mar-14
5017973 GERMANTOWN OH 45327 SFD 7.000 6.500 $2,441.22 180 1-Apr-14
5018065 PARADISE VALLEY AZ 85253 SFD 6.750 6.483 $2,986.57 180 1-Apr-14
5018093 DRYDEN TWP MI 48428 SFD 7.000 6.500 $2,471.78 180 1-Apr-14
5018102 DILLON CO 80435 SFD 7.250 6.500 $3,195.03 180 1-Apr-14
5018120 PELHAM AL 35124 SFD 6.750 6.483 $2,445.01 180 1-Dec-13
5018139 DAYTON OH 45458 SFD 6.875 6.500 $2,666.65 180 1-Apr-14
5018217 WEST WINDSOR NJ 08550 SFD 7.000 6.500 $3,145.90 180 1-Apr-14
5018223 SCHAUMBURG IL 60193 SFD 6.750 6.483 $2,389.26 180 1-Apr-14
5018233 ARLINGTON HEIGHTS IL 60004 SFD 6.750 6.483 $2,442.35 180 1-Mar-14
5018238 UNIVERSITY PARK MD 20782 SFD 7.000 6.500 $1,941.47 180 1-Mar-14
5018242 UNION KY 41091 SFD 6.000 5.733 $2,675.03 180 1-Oct-13
5018245 WILMETTE IL 60091 SFD 6.500 6.233 $4,007.10 180 1-Apr-14
5018246 PLANO TX 75093 SFD 6.875 6.500 $3,282.03 180 1-Mar-14
5018255 REISTERTOWN MD 21136 SFD 6.750 6.483 $4,411.28 180 1-Apr-14
5018256 YORK PA 17403 SFD 5.875 5.608 $4,101.89 180 1-Oct-13
5018272 BELLE MEADE NJ 08502 SFD 6.875 6.500 $2,889.61 180 1-Apr-14
5018288 SAINT CHARLES IL 60174 SFD 6.875 6.500 $2,520.56 180 1-Feb-14
5018365 CHESTERFIELD MO 63005 SFD 6.750 6.483 $2,190.16 180 1-Apr-14
5018418 PALATINE IL 60067 SFD 6.875 6.500 $2,943.12 180 1-Apr-14
5018434 TEWKSBURY NJ 07830 SFD 7.500 6.500 $6,489.09 180 1-Apr-14
5018444 WEBSTER GROVE MO 63119 SFD 7.250 6.500 $2,190.88 180 1-Apr-14
5018451 ST LOUIS MO 63105 SFD 6.250 5.983 $2,469.38 180 1-May-14
5018459 ST LOUIS MO 63119 SFD 6.875 6.500 $985.50 180 1-Apr-14
5018467 WICHITA KS 67206 SFD 7.000 6.500 $2,879.85 180 1-Apr-14
5018477 ELKHORN NE 68022 SFD 6.875 6.500 $4,459.28 180 1-Apr-14
5018501 SUWANEE GA 30024 PUD 6.750 6.483 $2,952.06 180 1-Apr-14
5018502 TOLEDO OH 43623 SFD 6.750 6.483 $3,628.13 180 1-Apr-14
5018503 DUBLIN OH 43017 SFD 6.875 6.500 $2,853.94 180 1-Apr-14
5018514 ROANOKE VA 24018 SFD 6.500 6.233 $2,613.33 180 1-Apr-14
5018540 GRAHAM NC 27253 SFD 6.500 6.233 $2,351.99 180 1-Apr-14
5018553 PLAINSBORO NJ 08536 SFD 6.375 6.108 $3,327.37 180 1-Apr-14
5018561 ORLANDO FL 32836 SFD 6.750 6.483 $2,283.07 180 1-Mar-14
5023360 VILLA PARK CA 92861 SFD 7.375 6.500 $3,035.75 180 1-Apr-14
5025367 HADDONFIELD NJ 08033 SFD 7.000 6.500 $2,696.48 180 1-Apr-14
5025447 PAWLING NY 12564 SFD 6.875 6.500 $1,489.40 180 1-Mar-14
5025464 CRANE MO 65633 SFD 6.875 6.500 $303.23 180 1-Mar-14
5025490 PONTE VEDRA FL 32082 SFD 6.750 6.483 $5,309.46 180 1-Feb-14
5025493 NEWFIELDS NH 03856 SFD 6.875 6.500 $820.50 180 1-Mar-14
5025509 GRAND BLANC MI 48439 SFD 7.250 6.500 $757.68 180 1-Mar-14
5025510 LOUISVILLE KY 40207 SFD 6.875 6.500 $3,121.49 180 1-Mar-14
5025520 LONGBOAT KEY FL 34228 SFD 6.875 6.500 $1,962.08 180 1-Mar-14
5025530 DETROIT MI 48221 SFD 6.625 6.358 $835.86 180 1-Jan-14
5025533 BROOKSVILLE FL 34601 SFD 6.875 6.500 $579.71 180 1-Feb-14
5025547 HUMBLE TX 77346 SFD 6.875 6.500 $686.73 180 1-Mar-14
5025596 SACRAMENTO CA 95819 SFD 6.875 6.500 $508.35 180 1-Mar-14
5032720 CRESTWOOD KY 40014 SFD 7.000 6.500 $2,705.48 180 1-May-14
5032734 MOUNT PLEASANT SC 29464 SFD 6.375 6.108 $2,592.76 180 1-May-14
5032752 PARSIPPANY-TROY HINJS 07054 SFD 7.750 6.500 $1,647.24 180 1-May-14
5032763 GREENSBORO NC 27455 SFD 6.625 6.358 $4,389.97 180 1-May-14
5032777 ATLANTA GA 30327 SFD 7.000 6.500 $8,165.86 180 1-Feb-14
5035968 ISSAQUAH WA 98027 SFD 7.125 6.500 $2,819.40 180 1-Apr-14
5037666 ENGLEWOOD CO 80110 SFD 6.875 6.500 $8,026.69 180 1-Apr-14
5037696 RADNOR PA 19085 SFD 6.375 6.108 $5,358.36 180 1-May-14
5037729 CUDJOE KEY FL 33042 SFD 6.750 6.483 $2,725.53 180 1-May-14
5037763 NORWALK CT 06854 SFD 6.875 6.500 $3,157.17 180 1-May-14
5037798 JUPITER FL 33458 SFD 6.875 6.500 $3,250.81 180 1-May-14
5038376 EL PASO TX 79922 SFD 6.625 6.358 $2,259.08 180 1-Apr-14
5039569 SCOTCH PLAINS NJ 07090 SFD 6.875 6.500 $3,924.16 180 1-May-14
5039576 GLOUCESTER MA 01930 SFD 7.125 6.500 $3,125.12 180 1-May-14
5039639 MEMPHIS TN 38111 SFD 6.875 6.500 $4,740.21 180 1-May-14
5046614 WHEATON MD 20902 SFD 7.125 6.500 $664.45 180 1-Feb-14
5046710 LOUISVILLE KY 40204 SFD 7.125 6.500 $761.81 180 1-Apr-14
5049303 CANASERAGA NY 14822 SFD 7.500 6.500 $826.66 180 1-Apr-14
5049323 UNIONDALE NY 11553 SFD 7.500 6.500 $889.93 180 1-Apr-14
5049352 LAKEMONT GA 30552 SFD 6.875 6.500 $1,872.89 180 1-Apr-14
5049376 GRETNA LA 70053 SFD 7.125 6.500 $601.24 180 1-Apr-14
5049417 STATEN ISLAND NY 10304 MF2 6.250 5.983 $2,023.52 180 1-May-14
5049426 FLATS TOWNSHIP NC 28741 SFD 6.875 6.500 $3,567.41 180 1-Apr-14
5049431 CULVER OR 97734 SFD 6.500 6.233 $993.06 180 1-Apr-14
5049448 BARTLETT IL 60103 SFD 7.000 6.500 $1,348.24 180 1-Apr-14
5049455 ROSLINDALE MA 02131 MF2 6.750 6.483 $1,111.62 180 1-Feb-14
5049466 WESTMINISTER CO 80020 SFD 6.875 6.500 $2,675.56 180 1-Apr-14
5049471 COULTERVILLE CA 95311 MF2 6.125 5.858 $1,884.98 180 1-Mar-14
5049483 TULARE CA 93274 SFD 6.625 6.358 $592.64 180 1-Apr-14
5049484 SALINAS CA 93901 SFD 7.000 6.500 $1,572.94 180 1-Jan-14
5049499 SAN FRANCISCO CA 94122 SFD 6.625 6.358 $2,041.33 180 1-Mar-14
5049514 HIALEAH FL 33013 SFD 7.000 6.500 $687.60 180 1-Apr-14
5049518 SWARTZ CREEK MI 48473 SFD 7.125 6.500 $905.84 180 1-Nov-13
5049550 SAN JOSE CA 95119 SFD 7.000 6.500 $2,570.64 180 1-Apr-14
5057630 ATLANTA GA 30305 SFD 6.375 6.108 $2,791.10 180 1-Apr-14
5057673 SARASOTA FL 34242 SFD 6.750 6.483 $2,632.61 180 1-Jun-14
5057688 UNIVERSITY PARK FL 34201 SFD 7.125 6.500 $1,550.88 180 1-Aug-13
5057741 LAKELAND FL 33815 SFD 6.875 6.500 $2,497.19 180 1-May-14
5057780 LONGWOOD FL 32779 SFD 6.625 6.358 $3,792.93 180 1-Jun-14
5057817 WESTON FL 33331 SFD 6.875 6.500 $3,364.97 180 1-Mar-13
5057825 LONGWOOD FL 32779 SFD 6.750 6.483 $3,291.86 180 1-May-14
5059943 LAS VEGAS NV 89113 SFD 6.875 6.500 $3,091.28 180 1-May-14
5059948 MIDDLE ISLAND NY 11953 SFD 6.875 6.500 $1,237.44 180 1-May-14
5059954 LA VERNE CA 91750 SFD 7.000 6.500 $2,229.09 180 1-Jun-14
5059957 DOUSMAN WI 53118 SFD 7.000 6.500 $1,977.42 180 1-Jun-14
5059960 MECHANICSVILLE MD 20659 SFD 7.000 6.500 $3,595.31 180 1-May-14
5059963 FREMONT CA 94536 SFD 7.125 6.500 $2,536.32 180 1-Jun-14
5070620 SAVANNAH GA 31410 SFD 6.500 6.233 $4,224.87 180 1-May-14
5070630 FRIPP ISLAND SC 29920 SFD 6.500 6.233 $2,787.54 180 1-May-14
5070641 ATLANTA GA 30327 SFD 6.750 6.483 $3,229.92 180 1-Jun-14
5070654 MARIETTA GA 30068 SFD 6.500 6.233 $3,919.98 180 1-Jul-14
5070661 LEXINGTON KY 40515 SFD 6.500 6.233 $4,355.54 180 1-Jun-14
5070668 AUGUSTA GA 30909 SFD 7.000 6.500 $2,516.72 180 1-Jul-14
5070678 KNOXVILLE TN 37932 SFD 6.500 6.233 $2,105.47 180 1-Jun-14
5070686 DELRAY BEACH FL 33446 SFD 6.625 6.358 $3,072.98 180 1-Jun-14
5070695 LAKELAND FL 33813 SFD 6.625 6.358 $2,440.82 180 1-May-14
5070709 SOUTH CLERMONT FL 34711 SFD 6.750 6.483 $2,690.12 180 1-May-14
5070721 FAIRPLAY SC 29643 SFD 6.500 6.233 $2,939.99 180 1-May-14
5070759 COLUMBUS GA 31904 SFD 6.375 6.108 $2,592.75 180 1-May-14
5070768 VERO BEACH FL 32963 SFD 6.875 6.500 $5,797.05 180 1-Jun-14
5070781 DAWSONVILLE GA 30534 SFD 6.500 6.233 $2,129.86 180 1-Nov-13
5070839 SUMTER SC 29150 SFD 6.500 6.233 $2,870.30 180 1-Jun-14
$ 40,136,736.57
</TABLE>
<TABLE>
NASCOR
NMI / 1999-22 Exhibit F-3
15 YEAR FIXED RATE RELOCATION AND 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>
4960212 $ 445,890.38 67.65 0.25 0.017 0.108
4979680 $ 106,453.84 70.97 0.25 0.017 0
4979786 $53,185.66 63.07 0.25 0.017 0
4980010 $45,975.99 25.86 0.25 0.017 0
4980081 $43,834.78 68.16 0.25 0.017 0.358
4980095 $42,896.79 80.00 0.25 0.017 0.233
4980155 $53,218.46 63.58 0.25 0.017 0.233
4980309 $ 132,389.25 77.78 0.25 0.017 0
4980312 $ 200,727.86 78.38 0.25 0.017 0
4984549 $ 740,347.53 91.18 0.25 0.017 0.608
4992739 $ 320,773.16 83.87 24 0.25 0.017 0
4993958 $ 291,040.91 90.00 06 0.25 0.017 0
5000040 $ 571,798.93 41.82 0.25 0.017 0
5004763 $ 328,565.32 60.91 0.25 0.017 0.233
5009604 $56,751.17 77.71 0.25 0.017 1.233
5017697 $ 372,978.21 65.74 0.25 0.017 0
5017753 $ 346,977.04 23.43 0.25 0.017 0.108
5017831 $ 388,984.13 80.00 0.25 0.017 0.233
5017842 $ 382,531.91 43.81 0.25 0.017 0.108
5017867 $ 306,011.05 79.49 0.25 0.017 0.108
5017869 $ 624,767.45 64.92 0.25 0.017 0
5017878 $ 986,971.95 68.97 0.25 0.017 0
5017879 $ 143,248.52 74.98 0.25 0.017 0.233
5017907 $ 369,911.55 52.08 0.25 0.017 0
5017917 $ 337,061.79 80.00 0.25 0.017 0
5017924 $ 288,136.42 63.50 0.25 0.017 0
5017939 $ 469,058.24 80.00 0.25 0.017 0
5017973 $ 268,142.34 70.00 0.25 0.017 0.233
5018065 $ 333,110.61 90.00 06 0.25 0.017 0
5018093 $ 271,413.43 78.57 0.25 0.017 0.233
5018102 $ 345,426.41 40.37 0.25 0.017 0.483
5018120 $ 268,271.21 73.88 0.25 0.017 0
5018139 $ 295,152.58 75.31 0.25 0.017 0.108
5018217 $ 345,544.28 67.96 0.25 0.017 0.233
5018223 $ 266,488.47 67.50 0.25 0.017 0
5018233 $ 271,266.57 75.82 0.25 0.017 0
5018238 $ 212,127.88 80.00 0.25 0.017 0.233
5018242 $ 305,851.16 63.40 0.25 0.017 0
5018245 $ 453,888.85 64.79 0.25 0.017 0
5018246 $ 362,063.88 80.00 0.25 0.017 0.108
5018255 $ 492,016.68 80.00 0.25 0.017 0
5018256 $ 472,590.56 78.40 0.25 0.017 0
5018272 $ 319,830.91 80.00 0.25 0.017 0.108
5018288 $ 277,133.65 66.50 0.25 0.017 0.108
5018365 $ 244,281.09 45.00 0.25 0.017 0
5018418 $ 316,760.21 77.65 0.25 0.017 0.108
5018434 $ 691,464.03 53.85 0.25 0.017 0.733
5018444 $ 236,604.66 68.57 0.25 0.017 0.483
5018451 $ 285,076.69 64.00 0.25 0.017 0
5018459 $ 109,078.12 66.97 0.25 0.017 0.108
5018467 $ 315,329.62 90.00 11 0.25 0.017 0.233
5018477 $ 493,566.19 71.43 0.25 0.017 0.108
5018501 $ 329,116.70 79.79 0.25 0.017 0
5018502 $ 404,667.70 77.36 0.25 0.017 0
5018503 $ 315,439.12 80.00 0.25 0.017 0.108
5018514 $ 295,286.67 77.52 0.25 0.017 0
5018540 $ 266,413.03 90.00 11 0.25 0.017 0
5018553 $ 379,830.75 73.33 0.25 0.017 0
5018561 $ 253,282.51 62.93 0.25 0.017 0
5023360 $ 313,796.60 66.00 0.25 0.017 0.608
5025367 $ 296,180.83 68.97 0.25 0.017 0.233
5025447 $ 164,306.16 74.55 0.25 0.017 0.108
5025464 $33,451.57 39.08 0.25 0.017 0.108
5025490 $ 587,109.91 54.55 0.25 0.017 0
5025493 $90,516.00 57.50 0.25 0.017 0.108
5025509 $78,176.93 25.54 0.25 0.017 0.483
5025510 $ 344,354.27 77.78 0.25 0.017 0.108
5025520 $ 214,395.08 53.92 0.25 0.017 0.108
5025530 $92,991.75 80.00 0.25 0.017 0
5025533 $63,738.16 92.86 0.25 0.017 0.108
5025547 $75,676.78 100.00 0.25 0.017 0.108
5025596 $55,325.68 43.51 0.25 0.017 0.108
5032720 $ 298,134.40 78.39 0.25 0.017 0.233
5032734 $ 294,971.06 57.14 0.25 0.017 0
5032752 $ 172,429.16 63.18 0.25 0.017 0.983
5032763 $ 495,084.30 77.52 0.25 0.017 0
5032777 $ 891,049.58 67.30 0.25 0.017 0.233
5035968 $ 307,329.85 75.00 0.25 0.017 0.358
5037666 $ 888,419.20 31.58 0.25 0.017 0.108
5037696 $ 613,773.21 68.13 0.25 0.017 0
5037729 $ 304,274.55 80.00 0.25 0.017 0
5037763 $ 350,593.43 63.78 0.25 0.017 0.108
5037798 $ 360,753.31 90.00 06 0.25 0.017 0.108
5038376 $ 253,917.84 51.46 0.25 0.017 0
5039569 $ 435,765.85 58.67 0.25 0.017 0.108
5039576 $ 341,538.76 56.46 0.25 0.017 0.358
5039639 $ 526,385.33 77.59 0.25 0.017 0.108
5046614 $71,370.31 69.86 0.25 0.017 0.358
5046710 $83,040.79 56.07 0.25 0.017 0.358
5049303 $88,087.59 75.00 0.25 0.017 0.733
5049323 $94,829.36 75.00 0.25 0.017 0.733
5049352 $ 207,297.84 87.50 0.25 0.017 0.108
5049376 $65,539.03 74.16 0.25 0.017 0.358
5049417 $ 233,604.54 74.92 0.25 0.017 0
5049426 $ 394,853.01 75.76 0.25 0.017 0.108
5049431 $ 112,485.51 75.00 0.25 0.017 0
5049448 $ 147,412.36 74.26 0.25 0.017 0.233
5049455 $ 123,155.51 70.57 0.25 0.017 0
5049466 $ 295,204.53 65.22 0.25 0.017 0.108
5049471 $ 217,791.84 80.00 0.25 0.017 0
5049483 $66,612.75 71.05 0.25 0.017 0
5049484 $ 171,012.03 100.00 0.25 0.017 0.233
5049499 $ 227,771.04 75.00 0.25 0.017 0
5049514 $75,526.12 75.00 0.25 0.017 0.233
5049518 $96,226.07 100.00 0.25 0.017 0.358
5049550 $ 282,359.07 68.10 0.25 0.017 0.233
5057630 $ 318,613.89 50.86 0.25 0.017 0
5057673 $ 295,576.26 76.28 0.25 0.017 0
5057688 $ 138,372.91 54.79 0.25 0.017 0.358
5057741 $ 277,305.55 80.00 0.25 0.017 0.108
5057780 $ 429,176.37 57.60 0.25 0.017 0
5057817 $ 355,877.95 76.22 0.25 0.017 0.108
5057825 $ 368,381.64 79.72 0.25 0.017 0
5059943 $ 343,277.33 80.00 0.25 0.017 0.108
5059948 $ 137,351.91 75.00 0.25 0.017 0.108
5059954 $ 245,655.19 80.00 0.25 0.017 0.233
5059957 $ 218,508.90 100.00 0.25 0.017 0.233
5059960 $ 395,938.20 58.10 0.25 0.017 0.233
5059963 $ 278,247.17 100.00 0.25 0.017 0.358
5070620 $ 480,180.63 73.48 0.25 0.017 0
5070630 $ 316,820.21 60.95 0.25 0.017 0
5070641 $ 362,639.80 34.76 0.25 0.017 0
5070654 $ 448,517.52 47.62 0.25 0.017 0
5070661 $ 496,696.66 56.18 0.25 0.017 0
5070668 $ 279,116.61 80.00 0.25 0.017 0.233
5070678 $ 239,579.05 70.06 0.25 0.017 0
5070686 $ 347,712.32 75.94 0.25 0.017 0
5070695 $ 275,266.88 77.22 0.25 0.017 0
5070709 $ 301,043.07 75.06 0.25 0.017 0
5070721 $ 334,139.84 77.14 0.25 0.017 0
5070759 $ 296,987.05 75.00 0.25 0.017 0
5070768 $ 645,841.94 54.17 0.25 0.017 0.108
5070781 $ 237,091.56 75.00 0.25 0.017 0
5070839 $ 327,196.46 86.82 01 0.25 0.017 0
</TABLE>
COUNT: 134
WAC: 6.783735982
WAM: 175.417719
WALTV: 66.94772626
<PAGE>
EXHIBIT F-4
NASCOR
NMI / 1999-22 Exhibit F-4
15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
(i) (xvii) (xviii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ------------------------- --------------------------------------
4992739 BANCOKLAHOMA MORTGAGE C BANCOKLAHOMA MORTGAGE C
4960212 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4979680 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4979786 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980010 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980081 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980095 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980155 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980309 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980312 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5023360 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4993958 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5000040 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5035968 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5037666 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5037696 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5037729 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5037763 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5037798 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5038376 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5039569 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5039576 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5039639 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5004763 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025367 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025447 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025464 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025490 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025493 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025509 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025510 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025520 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025530 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025533 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025547 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5025596 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5046614 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5046710 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5017697 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017753 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017831 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017842 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017867 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017869 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017878 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017879 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017907 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017917 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017924 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017939 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5017973 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018065 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018093 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018102 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018120 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018139 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018217 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018223 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018233 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018238 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018242 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018245 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018246 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018255 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018256 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018272 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018288 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018365 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018418 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018434 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018444 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018451 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018459 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018467 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018477 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018501 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018502 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018503 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018514 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018540 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018553 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5018561 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5032720 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5032734 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5032752 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5032763 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5032777 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5049303 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049323 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049352 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049376 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049417 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049426 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049431 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049448 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049455 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049466 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049471 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049483 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049484 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049499 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049514 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049518 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5049550 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5059943 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5059948 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5059954 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5059957 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5059960 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
5059963 NOVUS FINANCIAL CORPORAT NOVUS FINANCIAL CORPORAT
4984549 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
5009604 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
5057630 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5057673 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5057688 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5057741 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5057780 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5057817 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5057825 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070620 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070630 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070641 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070654 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070661 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070668 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070678 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070686 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070695 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070709 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070721 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070759 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070768 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070781 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5070839 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 134
WAC: 6.783735982
WAM: 175.417719
WALTV: 66.94772626
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
- ----------------
Name of Mortgagor: ___________________________________________________
Servicer
Loan No.: ___________________________________________________
Custodian/Trustee
- -----------------
Name: ___________________________________________________
Address: ___________________________________________________
Custodian/Trustee
Mortgage File No.: ___________________________________________________
Seller
- ------
Name: ___________________________________________________
Address: ___________________________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 1999-22
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 1999-22, 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 August 27, 1999 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ________________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on ________________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image
___________________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the Documents in
trust for the benefit of the Trustee, solely for the purposes provided in
the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when the
need therefor no longer exists, unless the Mortgage Loan relating to the
Documents has been liquidated and the proceeds thereof have been remitted
to the Certificate Account and except as expressly provided in the
Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
<PAGE>
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: ___________________________________________
Title: ________________________________________
Date:___________________________, 19____
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of
] [United States], on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-22, Class A-R
Certificate (the "Class A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class A-R
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class A-R Certificate in excess of cash flows
generated by the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class A-R Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class A-R Certificate will not be
disregarded for federal income tax purposes. The term "U.S. Person" means a
citizen or resident of the United States, a corporation or partnership (unless,
in the case of a partnership, Treasury regulations are adopted that provide
otherwise) created or organized in or under the laws of the United States, any
state thereof or the District of Columbia, including an entity treated as a
corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of Directors, by
its [Title of Officer] this ___ day of , 19 __.
[Name of Purchaser]
By _________________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 19 __.
Authorized Officer
_____________________________
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1999-22, Class A-R
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
______________________________
[Transferor]
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-22
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 1999-22,
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
August 27, 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") and First Union
National Bank, as trustee (the "Trustee"), of Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-22. Section 2.
Representations and Warranties of the Purchaser. In connection with the proposed
transfer, the Purchaser represents and warrants to the Seller, the Master
Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business
matters and is capable of evaluating the merits and risks of an investment in
the Class [A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the economic
risk of an investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can
afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed
a copy of the Private Placement Memorandum dated June 22, 1999, 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 Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [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 Trustee 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 Trustee shall require, in order to
assure compliance with such laws, that the Certificateholder's prospective
transferee certify to the Trustee as to the factual basis for the registration
or qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, the
Trustee or the Seller may, if such transfer is made within three years from the
later of (a) the Closing Date or (b) the last date on which the Seller or any
affiliate thereof was a holder of the Certificates proposed to be transferred,
require an Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Act and state securities laws, which Opinion of Counsel shall
not be an expense of the Trustee, the Master Servicer or the Seller. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Master Servicer, any Paying Agent acting on
behalf of the Trustee and the Seller against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate
shall be made unless the transferee provides the Seller and the Trustee with a
Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class
[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 1999-22
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
_________________ __, ____
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-22,
Class [B-1] [B-2] [B-3] Certificates (the "Class [B-1] [B-2] [B-3]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of August 27, 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") and First Union National Bank, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-22.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-1] [B-2] [B-3] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-1][B-2][B-3]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
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
National City Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Bank United Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
NOVUS Financial Corporation Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
-----------------------------------------------
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of _________________, between Norwest
Bank Minnesota, National Association (the "Company" and "Norwest Bank") and
_______________ the "Purchaser").
PRELIMINARY STATEMENT
____________________________________________ is the holder of
the entire interest in Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-22, Class ____ (the "Class B
Certificates"). The Class B Certificates were issued pursuant to a Pooling and
Servicing Agreement dated as of August 27, 1999 among Norwest Asset Securities
Corporation, as seller (the "Seller"), Norwest Bank Minnesota, National
Association, as Master Servicer and First Union National Bank, as Trustee.
____________________________________________ intends to resell
all of the Class B Certificates directly to the Purchaser on or promptly after
the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York are required
or authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of,
or obligations fully guaranteed as to principal and interest by, the United
States, or any agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States, (ii) a money market
fund rated in the highest rating category by a nationally recognized rating
agency selected by the Company, (iii) cash, (iv) mortgage pass-through
certificates issued or guaranteed by Government National Mortgage Association,
FNMA or FHLMC, (v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date), the issuer of which may be an affiliate of the Company, having
at the time of such investment a rating of at least A-1 by Standard 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 1999-22. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser,
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, the Company shall select such investments in
accordance with the definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest.
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest
in the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment.
This Agreement may be amended from time to time by the Company
and the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law.
This Agreement shall be construed in accordance with the laws of
the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices.
All demands, notices and direction hereunder shall be in writing
or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
____________________________________________
____________________________________________
____________________________________________
Attention: _________________________________
Section 4.05 Severability of Provisions.
If any one or more of the covenants, agreements, provision or
terms of this Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements, provisions or terms
of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement.
Section 4.06 Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto,
and all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07 Article and Section Headings.
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 Confidentiality.
The Purchaser agrees that all information supplied by or on
behalf of the Company pursuant to Sections 2.01 or 2.02, including individual
account information, is the property of the Company and the Purchaser agrees to
hold such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer,
director, employee, affiliate or independent contractor acting at such party's
direction will disclose the terms of Section 4.09 of this Agreement to any
person or entity other than such party's legal counsel except pursuant to a
final, non-appealable order of court, the pendency of such order the other party
will have received notice of at least five business days prior to the date
thereof, or pursuant to the other party's prior express written consent.
Section 4.09 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company,
the Seller, and each Servicer and each person who controls the Company, the
Seller, or a Servicer and each of their respective officers, directors,
affiliates and agents acting at the Company's, the Seller's, or a Servicer's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of, or
are based upon, actions taken by, or actions not taken by, the Company, the
Seller, or a Servicer, or on their behalf, in accordance with the provisions of
this Agreement and (i) which actions conflict with the Company's, the Seller's,
or a Servicer's obligations under the Pooling and Servicing Agreement or the
related Servicing Agreement, or (ii) give rise to securities law liability under
federal or state securities laws with respect to the Certificates. The Purchaser
hereby agrees to reimburse the Indemnified Parties for the reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action. The indemnification
obligations of the Purchaser hereunder shall survive the termination or
expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National Association
By: ___________________________________________
Name:__________________________________________
Title: ________________________________________
By: ___________________________________________
Name:__________________________________________
Title: ________________________________________
