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NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of February 28, 2000
$198,209,691.79
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-1
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................
Section 1.02 Acts of Holders...............................................
Section 1.03 Effect of Headings and Table of Contents......................
Section 1.04 Benefits of Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Trustee.........................................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller...................................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trustee.......................
Section 3.04 Trustee to Cooperate;
Release of Owner Mortgage Loan Files.........................
Section 3.05 Reports to the Trustee; Annual Compliance Statements..........
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan.........................................................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions..........................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Act Reports...................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders;
Report to the Trustee and the Seller.........................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer.....................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others..........................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer......
Section 6.08 Master Servicer Covenants Concerning Year 2000 Compliance.....
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default....................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default....................
Section 7.05 Trustee to Act; Appointment of Successor......................
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.............................................
Section 8.02 Certain Matters Affecting the Trustee.........................
Section 8.03 Trustee Not Required to Make Investigation....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05 Trustee May Own Certificates..................................
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Appointment of Custodians.....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.................
Section 8.15 Monthly Advances..............................................
Section 8.16 Trustee Covenants Concerning Year 2000 Compliance.............
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans..................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement......................................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law; Jurisdiction...................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................
Section 10.07 Special Notices to Rating Agencies............................
Section 10.08 Covenant of Seller............................................
Section 10.09 Recharacterization............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date..................................................
Section 11.02 Cut-Off Date Aggregate Principal Balance......................
Section 11.03 Original Group I-A Percentage.................................
Section 11.04 Original Group II-A Percentage................................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates.................................................
Section 11.06 Original Aggregate Non-PO Principal Balance...................
Section 11.07 Original Aggregate Subordinate Percentage.....................
Section 11.08 Original Class B Principal Balance............................
Section 11.09 Original Group I Subordinated Principal Balance...............
Section 11.10 Original Group II Subordinated Principal Balance..............
Section 11.11 Original Principal Balances of the Classes of Class B
Certificates.................................................
Section 11.12 Original Class B-1 Fractional Interest........................
Section 11.13 Original Class B-2 Fractional Interest........................
Section 11.14 Original Class B-3 Fractional Interest........................
Section 11.15 Original Class B-4 Fractional Interest........................
Section 11.16 Original Class B-5 Fractional Interest........................
Section 11.17 Closing Date..................................................
Section 11.18 Right to Purchase.............................................
Section 11.19 Wire Transfer Eligibility.....................................
Section 11.20 Single Certificate............................................
Section 11.21 Servicing Fee Rate............................................
Section 11.22 Master Servicing Fee Rate.....................................
EXHIBITS
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EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-5 - Form of Face of Class I-A-5 Certificate
EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate
EXHIBIT A-I-A-8 - Form of Face of Class I-A-8 Certificate
EXHIBIT A-I-A-9 - Form of Face of Class I-A-9 Certificate
EXHIBIT A-I-A-10 - Form of Face of Class I-A-10 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-PO - Form of Face of Class II-A-PO Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2000-1 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Group I Mortgage Loans Serviced by
Norwest Mortgage from locations other than
Frederick, Maryland
EXHIBIT F-2A - Schedule of Group I Mortgage Loans Serviced by
Norwest Mortgage in Frederick, Maryland
EXHIBIT F-2B - Schedule of Group II Mortgage Loans Serviced by
Norwest Mortgage in Frederick, Maryland
EXHIBIT F-3A - Schedule of Group I Mortgage Loans Serviced by
Other Servicers
EXHIBIT F-3B - Schedule of Group II Mortgage Loans Serviced by
Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [I-A-PO]
[II-A-PO][B-4] [B-5] [B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
This Pooling and Servicing Agreement, dated as of February 28, 2000
executed by NORWEST INTEGRATED STRUCTURED ASSETS, INC., as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION NATIONAL
BANK, as Trustee.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Directed Certificates: The Class I-A-2 Certificates.
Accretion Termination Date: The earlier to occur of (i) the
Distribution Date following the Distribution Date on which the Principal
Balances of the Accretion Directed Certificates have been reduced to zero or
(ii) the Cross-Over Date.
Accrual Certificates: The Class I-A-10 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to
the Accretion Termination Date, an amount equal to the sum of (i) the Class A
Interest Percentage of the Accrual Certificates of the Current Group I-A
Interest Distribution Amount and (ii) the Group I-A Interest Shortfall
Percentage of the Accrual Certificates of the amount distributed in respect of
the Classes of Class A Certificates pursuant to Clause (i) Paragraph second
Clause (A) of Section 4.01(a) on such Distribution Date. As to any Distribution
Date on or after the Accretion Termination Date, zero.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Aggregate Class A Principal Balance and Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Aggregate Class A Principal Balance and Class B Principal Balance as of the
Determination Date succeeding such Distribution Date, (ii) the principal portion
of Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Certificates with respect to such Distribution Date and
(iii) the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a) for such Distribution Date without
regard to the provisos in the definitions of Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6
Optimal Principal Amount.
Aggregate Adjusted Pool Amount: With respect to any Distribution
Date, the sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool
Amount.
Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group I-A Principal Balance and Group II-A
Principal Balance.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Group I Foreclosure Profits: As to any Distribution Date,
the aggregate amount of Foreclosure Profits with respect to all of the Group I
Mortgage Loans.
Aggregate Group II Foreclosure Profits: As to any Distribution Date,
the aggregate amount of Foreclosure Profits with respect to all of the Group II
Mortgage Loans.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group II-A Certificates.
Aggregate Non-PO Principal Balance: As of any Determination Date,
the sum of the Class I-A Non-PO Principal Balance, the Class II-A Non-PO
Principal Balance and the Class B Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any Determination Date, the
Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO
Portion) and the Group II Pool Balance (Non-PO Portion).
Agreement: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B Certificates, the product of (i) the
applicable Class B Principal Distribution Amount less the amount, if any, that
would have been distributable to such Class pursuant to Section 4.01(a)(ii) that
is used to pay the Class I-A-PO Deferred Amount and Class II-A-PO Deferred
Amount as provided in Clause (i) Paragraph fourth of Section 4.01(a) and (ii)
the Apportionment Fraction for such Class.
Apportioned Interest Accrual Amount: As to any Distribution Date and
either of the Group I Apportioned Principal Balance or Group II Apportioned
Principal Balance of a Class of Class B Certificates, an amount equal to the
product of (i) 1/12th of the Class B Pass-Through Rate and (ii) such Group I
Apportioned Principal Balance or Group II Apportioned Principal Balance as of
the Determination Date preceding such Distribution Date
Apportionment Fraction: As to any Class of Class B Certificates and
(i) any Distribution Date occurring prior to the Cross-Over Date and after the
Principal Balance of each Class of Group I-A Certificates (other than the Class
I-A-PO Certificates) has been reduced to zero, a fraction, the numerator of
which is the Class B Loan Group I Optimal Principal Amount for such Class and
the denominator of which is the applicable Class B Optimal Principal Amount
without regard to the proviso thereto or (ii) any Distribution Date occurring
prior to the Cross-Over Date and after the Principal Balance of each Class of
Group II-A Certificates (other than the Class II-A-PO Certificates) has been
reduced to zero, a fraction, the numerator of which is the Class B Loan Group II
Optimal Principal Amount for such Class and the denominator of which is the
applicable Class B Optimal Principal Amount without regard to the proviso
thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$215,434.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
Bank United Mortgage Loan Sale Agreement: The mortgage loan sale
agreement dated as of September 17, 1998 between Bank United, as seller and
Norwest Funding, Inc., as purchaser.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates,
Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates,
Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates,
Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10 Certificates
and Class II-A-1 Certificates, beneficial ownership and transfers of which shall
be evidenced by, and made through, book entries by the Clearing Agency as
described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-2 and Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a Class
I-A-2 Certificate.
Class I-A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-3 and Exhibit C hereto.
Class I-A-3 Certificateholder: The registered holder of a Class
I-A-3 Certificate.
Class I-A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-4 and Exhibit C hereto.
Class I-A-4 Certificateholder: The registered holder of a Class
I-A-4 Certificate.
Class I-A-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 A-I-A-5 and Exhibit C hereto.
Class I-A-5 Certificateholder: The registered holder of a Class
I-A-5 Certificate.
Class I-A-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 A-I-A-6 and Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a Class
I-A-6 Certificate.
Class I-A-7 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-7 and Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a Class
I-A-7 Certificate.
Class I-A-8 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-8 and Exhibit C hereto.
Class I-A-8 Certificateholder: The registered holder of a Class
I-A-8 Certificate.
Class I-A-9 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-9 and Exhibit C hereto.
Class I-A-9 Certificateholder: The registered holder of a Class
I-A-9 Certificate.
Class I-A-10 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-10 and Exhibit C hereto.
Class I-A-10 Certificateholder: The registered holder of a Class
I-A-10 Certificate.
Class I-A-PO Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-I-A-PO and Exhibit C hereto.
Class I-A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class I-A-PO Optimal Principal Amounts for the Class I-A-PO
Certificate for all prior Distribution Dates exceeded the amounts distributed on
the Class I-A-PO Certificates on such prior Distribution Dates pursuant to
Clause (i) Paragraph third Clause (A) of Section 4.01(a) and (y) the sum of the
product for each Group I Discount Mortgage Loan which became a Liquidated Loan
at any time on or prior to the last day of the applicable Unscheduled Principal
Receipt Period for the current Distribution Date of (a) the PO Fraction for such
Group I Discount Mortgage Loan and (b) an amount equal to the principal portion
of Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) amounts
distributed on the Class I-A-PO Certificates on prior Distribution Dates
pursuant to Clause (i) Paragraph fourth Clause (A) of Section 4.01(a). On and
after the Cross-Over Date, the Class I-A-PO Deferred Amount will be zero. No
interest will accrue on any Class I-A-PO Deferred Amount.
Class I-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum as to each Group I Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to
such Group I Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group I
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group I Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Group I Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Group I Mortgage Loan
which, during the month preceding the month of such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group I
Mortgage Loan substituted for a defective Group I Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Group I Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such defective Group I Mortgage Loan.
Class I-A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-I-A-R and Exhibit C hereto.
Class I-A-R Certificateholder: The registered holder of the Class
I-A-R Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a Class
II-A-1 Certificate.
Class II-A-PO Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-II-A-PO and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a Class
II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to
the Cross-Over Date, the difference between (A) the sum of (x) the amount by
which the sum of the Class II-A-PO Optimal Principal Amounts for the Class
II-A-PO Certificates for all prior Distribution Dates exceeded the amounts
distributed on the Class II-A-PO Certificates on such prior Distribution Dates
pursuant to Clause (i) Paragraph third Clause (B) of Section 4.01(a) and (y) the
sum of the product for each Group II Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the applicable
Unscheduled Principal Receipt Period for the current Distribution Date of (a)
the PO Fraction for such Group II Discount Mortgage Loan and (b) an amount equal
to the principal portion of Realized Losses (other than Bankruptcy Losses due to
Debt Service Reductions) incurred with respect to such Mortgage Loan other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
and (B) amounts distributed on the Class II-A-PO Certificates on prior
Distribution Dates pursuant to Clause (i) Paragraph fourth Clause (B) of Section
4.01(a). On and after the Cross-Over Date, the Class II-A-PO Deferred Amount
will be zero. No interest will accrue on any Class II-A-PO Deferred Amount.
Class II-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum as to each Group II Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to
such Group II Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group II
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group II Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Group II Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Group II Mortgage Loan
which, during the month preceding the month of such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group II
Mortgage Loan substituted for a defective Group II Mortgage Loan during
the month preceding the month in which such Distribution Date occurs over
the unpaid principal balance of such defective Group II Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Group II Mortgage
Loan.
Class A Certificate: Any of the Group I-A Certificates or Group II-A
Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates (other than the Class I-A-PO and Class II-A-PO
Certificates), the percentage calculated by dividing the Interest Accrual Amount
of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
Class A Pass-Through Rate: As to the Class I-A-2 and Class I-A-10
Certificates, 7.000% per annum. As to the Class I-A-1, Class I-A-4, Class I-A-R
and Class II-A-1 Certificates, 7.500% per annum. As to the Class I-A-3, Class
I-A-5, Class I-A-6, Class I-A-7, Class I-A-8 and Class I-A-9 Certificates,
8.000% per annum. The Class I-A-PO and Class II-A-PO Certificates are not
entitled to interest and do not have Class A Pass-Through Rates.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Group I-A Interest Shortfall Amounts or Group II-A Interest Shortfall Amounts
for such Class for prior Distribution Dates is in excess of the amounts
distributed in respect of such Class (or in the case of the Accrual Certificates
prior to the Accretion Termination Date, the amount included in the Accrual
Distribution Amount pursuant to clause (ii) of the definition thereof) on prior
Distribution Dates pursuant to Clause (i) Paragraph second of Section 4.01(a).
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any
Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal
Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II
Optimal Principal Amounts.
Class B Loss Percentage: As to any Determination Date and any Class
of Class B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: As to any Distribution Date, 7.500% per
annum.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution
Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Clause (ii) Paragraphs first, second and third of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph first of Section 4.01(a).
Class B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-1 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group II Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph third of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-1 Certificates
pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the Aggregate Class A Principal Balance as
of such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third of Section 4.01(a).
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph second of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Clause (ii) Paragraphs fourth, fifth and sixth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph fourth of Section 4.01(a).
Class B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-2 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group II Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph sixth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-2 Certificates
pursuant to Clause (ii) Paragraph sixth of Section 4.01(a).
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph fifth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Clause (ii) Paragraphs seventh, eighth and ninth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph seventh of Section 4.01(a).
Class B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-3 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group II Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph ninth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-3 Certificates
pursuant to Clause (ii) Paragraph ninth of Section 4.01(a).
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph eighth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Clause (ii) Paragraphs tenth, eleventh, and twelfth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph tenth of Section 4.01(a).
Class B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-4 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group II Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph twelfth of
Section 4.01(a) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class B-4
Certificates pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Aggregate Class
A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance and the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-4 Certificates
pursuant to Clause (ii) Paragraph twelfth of Section 4.01(a).
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph eleventh of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Clause (ii) Paragraphs thirteenth, fourteenth, and fifteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph thirteenth of Section 4.01(a).
Class B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-5 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group II Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph fifteenth of
Section 4.01(a) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class B-5
Certificates pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Aggregate Class
A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance, the Class B-3 Principal Balance and the Class B-4 Principal Balance as
of such Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-5 Certificates
pursuant to Clause (ii) Paragraph fifteenth of Section 4.01(a).
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph fourteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Clause (ii) Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph sixteenth of Section 4.01(a).
Class B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group I, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-6 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage
Loan in Loan Group II, of the product of (x) the Non-PO Fraction with respect to
such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-6 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group II Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of all
Unscheduled Principal Receipts that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan) or Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Clause (ii) Paragraph eighteenth of Section
4.01(a) and (b) the Realized Losses allocated through such Determination Date to
the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Aggregate
Adjusted Pool Amount as of the preceding Distribution Date less the Aggregate
Class A Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance as of such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth of Section 4.01(a).
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph seventeenth of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.18.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal
Balance for such Distribution Date and (b) the Available Master Servicing
Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee, at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this instrument is located at 000
Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which each of the Group I-A Percentage and Group II-A
Percentage (in each case, determined pursuant to clause (ii) of the definition
thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
on or after the Determination Date in the month preceding
the month of such Distribution Date but prior to the first
day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month in which such Unscheduled Principal
Receipt is received.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Clause (i) Paragraph first Clause (A) of Section
4.01(a) on such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
II-A Certificates pursuant to Clause (i) Paragraph first Clause (B) of Section
4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Clause (ii) Paragraphs first, fourth, seventh, tenth, thirteenth and
sixteenth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of the Trustee. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan or Group II
Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Dual Collateral Pledge Agreement: As defined in the MSDW 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 under the Norwest Servicing Agreement.
Exhibit F-2A Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2A hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-2B Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2B hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-3A Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3A hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
Exhibit F-3B Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3B hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Group I-A Certificates and Class B Certificates is March 25, 2030,
which corresponds to the "latest possible maturity date" for purposes of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended. The Final Scheduled
Maturity Date for each Class of Group II-A Certificates is March 25, 2015.
Fitch: Fitch IBCA, Inc., or its successors in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 7.500%,
(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) 7.500%, (ii) the Servicing Fee Rate
and (iii) the Master Servicing Fee Rate.
FNMA: Xxxxxx Xxx 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 $3,964,193.84 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Group I Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in respect of principal received in
respect of the Group I Mortgage Loans (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on such Mortgage Loans from the Cut-Off Date through the
end of the month preceding such Distribution Date.
Group I Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group I Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group I Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates and (y) the principal
portion of any Realized Loss (other than a Debt Service Reduction) incurred on
such Group I Mortgage Loan from the Cut-Off Date through the end of the month
preceding such Distribution Date.
Group I Apportioned Interest Percentage: As to any Distribution Date
and any Class of Group I-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group I-A Certificates, the
Interest Accrual Amount and in the case of a Class of Class B Certificates, the
Apportioned Interest Accrual Amount for the Group I Apportioned Principal
Balance of such Class by (b) the Group I Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group I Class B Percentage: Any one of the Group I Class B-1
Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I
Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6
Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group I Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group I Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group I Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a Net
Mortgage Interest Rate of less than 7.500%.
Group I Interest Accrual Amount: As to any Distribution Date, the
sum of the Group I-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group I Apportioned Principal Balances of the Class B
Certificates.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1,
F-2A and F-3A attached hereto.
Group I Net Foreclosure Profits: As to any Distribution Date, the
amount, if any, by which (i) Aggregate Group I Foreclosure Profits with respect
to such Distribution Date exceed (ii) Liquidated Loan Losses with respect to
Group I Mortgage Loans with respect to such Distribution Date.
Group I Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Holders of the Group I-A Certificates and
Class B Certificates on such Distribution Date, which shall be the sum of (i)
all previously undistributed payments or other receipts on account of principal
and interest on or in respect of the Group I Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group I Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group I Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group I
Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section
3.03, and (iii) all other amounts with respect to a Group I Mortgage Loan
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trustee on or
prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular Group
I Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Group I Mortgage
Loan substituted for a defective Group I Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and the unpaid
principal balance of such defective Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group I Mortgage Loan which represents any unpaid Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group I Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be deposited
in the Certificate Account under this Agreement;
(j) Group I Net Foreclosure Profits;
(k) Month End Interest in respect of Group I Mortgage Loans; and
(l) the amount of any Recoveries in respect of principal with
respect to a Group I Mortgage Loan which had previously been allocated as
a loss to one or more Classes of the Class A or Class B Certificates
pursuant to Section 4.02 other than Recoveries with respect to a Group I
Mortgage Loan that are covered by the last sentence of Section 4.02(d).
Group I Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group I Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group I Scheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for such
Mortgage Loan and (B) the sum of the amounts described in clauses y(i) and y(iv)
of the definition of Group I-A Non-PO Optimal Principal Amount.
Group I Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A Non-PO
Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group I-A
Prepayment Percentage for such date.
Group I Unscheduled Principal Amount: The sum for each outstanding
Group I Mortgage Loan (including each defaulted Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Non-PO Fraction for such
Mortgage Loan and (B) the sum of the amounts described in clauses y(ii) and
y(iii) of the definition of Group I-A Non-PO Optimal Principal Amount.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group II Mortgage Loans (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on such Mortgage Loans from the Cut-Off Date through the
end of the month preceding such Distribution Date.
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group II Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates and (y) the principal
portion of any Realized Loss (other than a Debt Service Reduction) incurred on
such Group II Mortgage Loan from the Cut-Off Date through the end of the month
preceding such Distribution Date.
Group II Apportioned Interest Percentage: As to any Distribution
Date and any Class of Group II-A Certificates or Class B Certificates, the
percentage calculated by dividing (a) in the case of a Class of Group II-A
Certificates, the Interest Accrual Amount and in the case of a Class of Class B
Certificates, the Apportioned Interest Accrual Amount for the Group II
Apportioned Principal Balance of such Class by (b) the Group II Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount).
Group II Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group II Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group II Class B Percentage: Any one of the Group II Class B-1
Percentage, Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group
II Class B-4 Percentage, Group II Class B-5 Percentage or Group II Class B-6
Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class
B-1 Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II
Class B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group
II Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group II Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group II Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group II Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group II Class B-2 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-2 Percentage for such Distribution Date will be zero.
Group II Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-3 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-3 Percentage for such Distribution Date will be zero.
Group II Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-4 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-4 Percentage for such Distribution Date will be zero.
Group II Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-5 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-5 Percentage for such Distribution Date will be zero.
Group II Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-6 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-6 Percentage for such Distribution Date will be zero.
Group II Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a Net
Mortgage Interest Rate of less than 7.500%.
Group II Interest Accrual Amount: As to any Distribution Date, the
sum of the Group II-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group II Apportioned Principal Balances of the Class B
Certificates.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibit F-2B
and F-3B attached hereto.
Group II Net Foreclosure Profits: As to any Distribution Date, the
amount, if any, by which (i) Aggregate Group II Foreclosure Profits with respect
to such Distribution Date exceed (ii) Liquidated Loan Losses with respect to
Group II Mortgage Loans with respect to such Distribution Date.
Group II Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Holders of the Group II-A Certificates
and Class B Certificates on such Distribution Date, which shall be the sum of
(i) all previously undistributed payments or other receipts on account of
principal and interest on or in respect of the Group II Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Group II
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made with respect to Group II Mortgage Loans by
a Servicer pursuant to the related Servicing Agreement or Periodic Advances with
respect to Group II Mortgage Loans made by the Master Servicer or the Trustee
pursuant to Section 3.03 and (iii) all other amounts with respect to a Group II
Mortgage Loan required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
with respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trustee has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Group II Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest on Group II Mortgage Loans due after the Due Date occurring
in the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers with respect to Group II Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution Date for
the applicable type of Unscheduled Principal Receipt, and all related
payments of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans repurchased by the Seller pursuant to Section 2.02 or 2.03 on or
following the Due Date in the month in which such Distribution Date occurs
and the difference between the unpaid principal balance of such Group II
Mortgage Loan substituted for a defective Group II Mortgage Loan during
the month preceding the month in which such Distribution Date occurs and
the unpaid principal balance of such defective Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group II Mortgage Loan which represents any unpaid
Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group II Mortgage Loans, to the
extent not covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Group II Net Foreclosure Profits;
(k) Month End Interest in respect of Group II Mortgage Loans;
and
(l) the amount of any Recoveries in respect of principal with
respect to a Group II Mortgage Loan which had previously been allocated as
a loss to one or more Classes of the Class A or Class B Certificates
pursuant to Section 4.02 other than Recoveries with respect to a Group II
Mortgage Loan that are covered by the last sentence of Section 4.02(d).
Group II Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group II Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group II Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group II Pool Balance (Non-PO Portion) over (ii) the Group II-A
Non-PO Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9,
Class I-A-10, Class I-A-PO or Class I-A-R Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
amount distributable to such Class of Group I-A Certificates pursuant to Clause
(i) Paragraphs first Clause (A), second Clause (A) and third Clause (A)(1) of
Section 4.01(a). As to any Distribution Date and the Class I-A-PO Certificates,
the amount distributable to the Class I-A-PO Certificates pursuant to Clause (i)
Paragraphs third Clause (A)(2) and fourth Clause (A) of Section 4.01(a) on such
Distribution Date.
Group I-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class I-A Certificates with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group I-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Clause (i) Paragraph first Clause (A) of Section 4.01(a) including, in the case
of the Accrual Certificates prior to the Accretion Termination Date, the amount
included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Group I-A Certificates
(other than the Accrual Certificates and the Class I-A-PO Certificates) and (ii)
with respect to the Accrual Certificates, the lesser of the Principal Balance of
the Accrual Certificates and the Original Principal Balance of the Accrual
Certificates.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
percentage calculated by dividing the Principal Balance of such Class (or, in
the case of the Accrual Certificates, the Original Principal Balance of such
Class, if lower) by the Group I-A Loss Denominator (determined without regard to
any such Principal Balance of any Class of Group I-A Certificates not then
outstanding), in each case determined as of the preceding Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Group I Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan, and (y) the sum of:
(i) the Group I-A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group I-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Group I-A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Group I-A Certificates
pursuant to Clause (i) Paragraph third Clause (A)(1) of Section 4.01(a).
Group I-A Non-PO Principal Balance: As of any date, an amount equal
to the Group I-A Principal Balance less the Principal Balance of the Class
I-A-PO Certificates.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the Accrual Distribution Amount, if any, with
respect to such Distribution Date and (ii) the Group I-A Non-PO Principal Amount
with respect to such Distribution Date
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Group I-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Group I Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Cross-Over Date, 100% or such lesser percentage which will cause the Group
I-A Non-PO Principal Balance to decline to zero following the distribution made
on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in February 2005, 100%. As to any Distribution
Date subsequent to February 2005 to and including the Distribution Date in
February 2006, the Group I-A Percentage as of such Distribution Date plus 70% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to February 2006 to and including the Distribution
Date in February 2007, the Group I-A Percentage as of such Distribution Date
plus 60% of the Group I Subordinated Percentage as of such Distribution Date. As
to any Distribution Date subsequent to February 2007 to and including the
Distribution Date in February 2008, the Group I-A Percentage as of such
Distribution Date plus 40% of the Group I Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to February 2008 to
and including the Distribution Date in February 2009, the Group I-A Percentage
as of such Distribution Date plus 20% of the Group I Subordinated Percentage as
of such Distribution Date. As to any Distribution Date subsequent to February
2010, the Group I-A Percentage as of such Distribution Date. The foregoing is
subject to the following: (i) if the aggregate distribution to Holders of Group
I-A Certificates on any Distribution Date of the Group I-A Prepayment Percentage
provided above of (a) Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Group I-A Non-PO Principal Balance below
zero, the Group I-A Prepayment Percentage for such Distribution Date shall be
the percentage necessary to bring the Group I-A Non-PO Principal Balance to zero
and thereafter the Group I-A Prepayment Percentage shall be zero and (ii) if the
Group I-A Percentage or Group II-A Percentage as of any Distribution Date is
greater than the Original Group I-A Percentage or Original Group II-A
Percentage, respectively, the Group I-A Prepayment Percentage for such
Distribution Date shall be 100%. Notwithstanding the foregoing, with respect to
any Distribution Date on which the following criteria are not met, the reduction
of the Group I-A Prepayment Percentage described in the second through sixth
sentences of this definition of Group I-A Prepayment Percentage shall not be
applicable with respect to such Distribution Date. In such event, the Group I-A
Prepayment Percentage for such Distribution Date will be determined in
accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Group I-A
Prepayment Percentage for the Distribution Date occurring in the February
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Group I-A Prepayment Percentage for the current
Distribution Date, the current Group I-A Percentage and Group I Subordinated
Percentage shall be utilized). In order for the reduction referred to in the
second through sixth sentences to be applicable, with respect to any
Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Group I
Mortgage Loans or Group II Mortgage Loans that were delinquent 60 days or more
(including for this purpose any payments due with respect to Mortgage Loans in
foreclosure and REO Mortgage Loans) must be less than 50% of the Group I
Subordinate Amount or Group II Subordinate Amount, as applicable and (b)
cumulative Realized Losses on the Group I Mortgage Loans or the Group II
Mortgage Loans shall not exceed (1) 30% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including March 2005
and February 2006 (2) 35% of the Original Group I Subordinated Principal Balance
or Original Group II Subordinated Principal Balance if such Distribution Date
occurs between and including March 2006 and February 2007, (3) 40% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including March 2007 and February 2008, (4) 45% of the Original
Group I Subordinated Principal Balance or Original Group II Subordinated
Principal Balance, as applicable, if such Distribution Date occurs between and
including March 2008 and February 2009, and (5) 50% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs during or after March
2009. With respect to any Distribution Date on which the Group I-A Prepayment
Percentage is reduced below the Group I-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class I-A-1 Certificates, Class I-A-2
Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5
Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8
Certificates, Class I-A-9 Certificates, Class I-A-10 Certificates, Class I-A-PO
Certificates and Class I-A-R Certificate.
Group I-A Shortfall Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the Class
A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group II-A Certificate: Any Class II-A-1 or Class II-A-PO
Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the amount distributable to such Class of Group II-A Certificates pursuant to
Clause (i) Paragraphs first Clause (B), second Clause (B) and third Clause
(B)(1) of Section 4.01(a). As to any Distribution Date and the Class II-A-PO
Certificates, the amount distributable to the Class II-A-PO Certificates
pursuant to Clause (i) Paragraphs third Clause (B)(2) and fourth Clause (B) of
Section 4.01(a) on such Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates
with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group II-A Certificates, any amount by which the Interest
Accrual Amount of such Class with respect to such Distribution Date exceeds the
amount distributed in respect of such Class on such Distribution Date pursuant
to Clause (i) Paragraph first Clause (B) of Section 4.01(a).
Group II-A Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the percentage calculated by dividing the Principal Balance of such Class by the
Group II-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group II-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group II-A Interest Accrual Amount,
(ii) the Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A
Non-PO Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Group II Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan, and (y) the sum of:
(i) the Group II-A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller
pursuant to Section 2.02 or 2.03; and
(iv) the Group II-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Group II-A Non-PO Principal Balance: As of any date, an amount equal
to the Group II-A Principal Balance less the Principal Balance of the Class
II-A-PO Certificates.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group II-A Certificates pursuant to Clause (i) Paragraph third Clause (B)(1) of
Section 4.01(a).
Group II-A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Group II-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Group II Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Cross-Over Date, 100% or such lesser percentage which will cause the Group
II-A Non-PO Principal Balance to decline to zero following the distribution made
on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in February 2005, 100%. As to any Distribution
Date subsequent to February 2005 to and including the Distribution Date in
February 2006, the Group II-A Percentage as of such Distribution Date plus 70%
of the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to February 2006 to and including the Distribution
Date in February 2007, the Group II-A Percentage as of such Distribution Date
plus 60% of the Group II Subordinated Percentage as of such Distribution Date.
As to any Distribution Date subsequent to February 2007 to and including the
Distribution Date in February 2008, the Group II-A Percentage as of such
Distribution Date plus 40% of the Group II Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to February 2008 to
and including the Distribution Date in February 2009, the Group II-A Percentage
as of such Distribution Date plus 20% of the Group II Subordinated Percentage as
of such Distribution Date. As to any Distribution Date subsequent to February
2009, the Group II-A Percentage as of such Distribution Date. The foregoing is
subject to the following: (i) if the aggregate distribution to Holders of Group
II-A Certificates on any Distribution Date of the Group II-A Prepayment
Percentage provided above of (a) Unscheduled Principal Receipts distributable on
such Distribution Date would reduce the Group II-A Non-PO Principal Balance
below zero, the Group II-A Prepayment Percentage for such Distribution Date
shall be the percentage necessary to bring the Group II-A Non-PO Principal
Balance to zero and thereafter the Group II-A Prepayment Percentage shall be
zero and (ii) if the Group I-A Percentage or Group II-A Percentage as of any
Distribution Date is greater than the Original Group I-A Percentage or Original
Group II-A Percentage, respectively, the Group II-A Prepayment Percentage for
such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Group II-A Prepayment Percentage described in the second
through sixth sentences of this definition of Group II-A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Group II-A Prepayment Percentage for such Distribution Date will be
determined in accordance with the applicable provision, as set forth in the
first through fifth sentences above, which was actually used to determine the
Group II-A Prepayment Percentage for the Distribution Date occurring in the
February preceding such Distribution Date (it being understood that for the
purposes of the determination of the Group II-A Prepayment Percentage for the
current Distribution Date, the current Group II-A Percentage and Group II
Subordinated Percentage shall be utilized). In order for the reduction referred
to in the second through sixth sentences to be applicable, with respect to any
Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Group I
Mortgage Loans or Group II Mortgage Loans that were delinquent 60 days or more
(including for this purpose any payments due with respect to Mortgage Loans in
foreclosure and REO Mortgage Loans) must be less than 50% of the Group I
Subordinate Amount or Group II Subordinate Amount, as applicable and (b)
cumulative Realized Losses on the Group I Mortgage Loans or the Group II
Mortgage Loans shall not exceed (1) 30% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including March 2005
and February 2006 (2) 35% of the Original Group I Subordinated Principal Balance
or Original Group II Subordinated Principal Balance if such Distribution Date
occurs between and including March 2006 and February 2007, (3) 40% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including March 2007 and February 2008, (4) 45% of the Original
Group I Subordinated Principal Balance or Original Group II Subordinated
Principal Balance, as applicable, if such Distribution Date occurs between and
including March 2008 and February 2009, and (5) 50% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs during or after March
2009. With respect to any Distribution Date on which the Group II-A Prepayment
Percentage is reduced below the Group II-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trustee, based upon
information provided by each Servicer as to the Mortgage Loans serviced by it
that the criteria set forth in the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class II-A-1 Certificates and Class
II-A-PO Certificates.
Group II-A Shortfall Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group II-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class I-A-PO and Class II-A-PO
Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through Rate
for such Class and (b) the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the sum of (A)
the Group I Apportioned Interest Percentage or Group II Apportioned Interest
Percentage, as applicable, of such Class of the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
attributable to Group I Mortgage Loans or Group II Mortgage Loans, respectively,
with respect to such Distribution Date pursuant to Section 4.02(e), (B) the
Group I-A Interest Percentage or Group II-A Interest Percentage of the interest
portion of any Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) allocated to the Group I-A
Certificates or Group II-A Certificates, as applicable, on or after the
Cross-Over Date pursuant to Section 4.02(e) and (C) the Group I-A Interest
Percentage or Group II-A Interest Percentage of such Class of any Non-Supported
Interest Shortfall allocated to the Class A Certificates with respect to such
Distribution Date. The Class I-A-PO and Class II-A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the sum of (A) the Class B Interest Percentage
of such Class of any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (B) the Group I
Apportioned Interest Percentage or Group II Apportioned Interest Percentage, as
applicable, of such Class of the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses attributable to the
Group I Mortgage Loans or Group II Mortgage Loans, respectively, with respect to
such Distribution Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association, or
its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.23.
MERS: As defined in Section 2.01.
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 Xxxxxxx Xxxxx Credit
Corporation, as seller, and Norwest Funding, Inc., as purchaser.
MLCC Servicing Agreement: The Servicing Agreement, dated April 1,
1998 between Xxxxxxx Xxxxx Credit Corporation, as Servicer and Norwest Mortgage,
as owner.
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).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Xxxxx'x Investors Service, Inc., or its successor in
interest.
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 February 28, 2000 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 X-0, X-0X, X-0X, F-3A and F-3B, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Section 2.02 or 2.03 and which list shall set forth at a minimum the
following information of the close of business on the Cut-Off Date (or, with
respect to Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3A Mortgage Loan and Exhibit F-3B Mortgage
Loan, the name of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
MSDW Additional Collateral: The Additional Collateral, as defined in
the MSDW Servicing Agreement.
MSDW Additional Collateral Mortgage Loans: The Additional Collateral
Mortgage Loans, as defined in the MSDW Servicing Agreement.
MSDW Servicing Agreement: The Servicing Agreement, dated January 29,
1999 between Xxxxxx Xxxxxxx Xxxx Xxxxxx (formerly known as NOVUS Financial
Corporation), as servicer and Norwest Mortgage, as owner.
MSDW Surety Bond: The Surety Bond, as defined in the MSDW Servicing
Agreement.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the Servicing Fee Rate, as set forth in Section 11.22 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.23 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 7.500%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Group I-A Certificates and Group II-A
Certificates according to the percentage obtained by dividing the Group I-A
Non-PO Principal Balance or Group II-A Non-PO Principal Balance, as applicable,
by the Aggregate Non-PO Principal Balance and (b) the Class B Certificates
according to the percentage obtained by dividing the Class B Principal Balance
by the Aggregate Non-PO Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in
interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage
Loan Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for
the servicing of the Exhibit F-1 Mortgage Loans, Exhibit F-2A Mortgage Loans and
Exhibit F-2B Mortgage Loans initially by Norwest Mortgage.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Non-PO Principal Balance. The Aggregate Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.08.
Original Group I Subordinated Principal Balance: The aggregate of
the Group I Apportioned Principal Balances of the Class B Certificates as of the
Cut-Off Date, as set forth in Section 11.10.
Original Group II Subordinated Principal Balance: The aggregate of
the Group II Apportioned Principal Balances of the Class B Certificates as of
the Cut-Off Date, as set forth in Section 11.11.
Original Group I-A Percentage: The Group II-A Percentage as of the
Cut-Off Date, as set forth in Section 11.03.
Original Group II-A Percentage: The Group I-A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.09.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.13.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional Interest
is specified in Section 11.14.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section 11.15.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest
is specified in Section 11.16.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance. The Original Class
B-5 Fractional Interest is specified in Section 11.17.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.12.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.12.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the
Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements or, in the case of each Mortgage Loan serviced by
Bank United or Xxxxxxx Xxxxx Credit Corporation, the documents specified in the
Bank United Mortgage Loan Sale Agreement and the MLCC Mortgage Loan Purchase
Agreement under their respective "Owner Mortgage Loan File" definition or
similar definition and/or other provisions requiring delivery of specified
documents to the owner of the Mortgage Loan in connection with the purchase
thereof, and any additional documents required to be added to the Owner Mortgage
Loan File pursuant to this Agreement.
Parent Power(R)Guaranty Agreement for Real Estate: As defined in the
MLCC Servicing Agreement.
Parent Power(R)Guaranty and Security Agreement for Security Account:
As defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate of a
Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance and Group II Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Cross-Over Date and as to any
Class of Class A Certificates (other than the Class I-A-PO and Class II-A-PO
Certificates), the Original Principal Balance of such Class (increased in the
case of the Accrual Certificates by the Accrual Distribution Amount with respect
to prior Distribution Dates for such Accrual Certificates) less the sum of (a)
all amounts previously distributed in respect of such Class on prior
Distribution Dates (i) pursuant to Clause (i) Paragraph third clauses (A)(1) and
(B)(1) of Section 4.01(a), (ii) pursuant to Clause (iii) of Section 4.01(b),
(iii) as a result of a Principal Adjustment and (iv) if applicable, from the
Accrual Distribution Amounts for such prior Distribution Dates and (b) the
Realized Losses allocated through such Determination Date to such Class pursuant
to Section 4.02(b). After the Cross-Over Date, each such Principal Balance will
also be reduced on each Determination Date by an amount equal to the product of
the Group I-A Loss Percentage or Group II-A Loss Percentage, as applicable, of
such Class and the excess, if any, of (i) the Group I Non-PO Principal Balance
or Group II Non-PO Principal Balance, as applicable, as of such Determination
Date without regard to this sentence over (ii) the difference between (A) the
Group I Adjusted Pool Amount or Group II Adjusted Pool Amount, as applicable for
the preceding Distribution Date and (B) the Group I Adjusted Pool Amount (PO
Portion) or Group II Adjusted Pool Amount (PO Portion), as applicable, for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class I-A-PO and Class II-A-PO Certificates, the Original
Principal Balance of such Class less the sum of (a) all amounts previously
distributed in respect of the Class I-A-PO Certificates on prior Distribution
Dates pursuant to Clause (i) Paragraphs third clause (A)(2) and fourth Clause
(A) of Section 4.01(a) or all amounts previously distributed in respect of the
Class II-A-PO Certificates on prior Distribution Dates pursuant to Clause (i)
Paragraphs third clause (B)(2) and fourth Clause (B) of Section 4.01(a), as
applicable, and (b) the Realized Losses allocated through such Determination
Date to the Class I-A-PO or Class II-A-PO Certificates, as applicable, pursuant
to Section 4.02(b). After the Cross-Over Date, such Principal Balance will also
be reduced on each Determination Date by an amount equal to the difference, if
any, between such Principal Balance as of such Determination Date without regard
to this sentence and the Group I Adjusted Pool Amount (PO Portion) or Group II
Adjusted Pool Amount (PO Portion), as applicable, for the preceding Distribution
Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date means the lesser of (i)
the Principal Balance of the Class I-A-4 Certificates and (ii) the product of
(1) the Priority Percentage, (2) the Shift Percentage and (3) the sum of the
Group I Scheduled Principal Amount and the Group I Unscheduled Principal Amount.
Priority Percentage: The Principal Balance of the Class I-A-4
Certificates divided by the Group I-A Non-PO Principal Balance.
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 (other than the
Class I-A-R Certificate) are Xxxxx'x and Fitch. The Rating Agency for the Class
I-A-R, B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates is Fitch.
If any such agency or a successor is no longer in existence, "Rating Agency"
shall be such statistical credit rating agency, or other comparable Person,
designated by the Seller, notice of which designation shall be given to the
Trustee and the Master Servicer. References herein to the highest short-term
rating category of a Rating Agency shall mean P-1+ in the case of Xxxxx'x and
F-1+ in the case of Fitch and in the case of any other Rating Agency shall mean
its equivalent of such ratings. References herein to the highest long-term
rating categories of a Rating Agency shall mean AAA and in the case of any other
Rating Agency shall mean its equivalent of such rating without any plus or
minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses) and
(ii) Bankruptcy Losses incurred in the month preceding the month of such
Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution 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.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Integrated Structured Assets, Inc., or its successor
in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, Inc., FT Mortgage Companies,
Bank United, Xxxxxxx Xxxxx Credit Corporation, Xxxxxx Xxxxxxx Xxxx Xxxxxx Credit
Corporation, North American Mortgage Company, Xxxxxx Savings and Loan
Association, National City Mortgage Company and Countrywide Home Loans, Inc., as
Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.22.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
DISTRIBUTION DATE OCCURRING IN PREPAYMENT SHIFT PERCENTAGE
------------------------------ ---------------------------
March 2000 through February 2005................... 0%
March 2005 through February 2006................... 30%
March 2006 through February 2007................... 40%
March 2007 through February 2008................... 60%
March 2008 through February 2009................... 80%
March 2009 and thereafter.......................... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.21.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $1,982,096.92 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and or after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds and proceeds received from any
condemnation award or proceeds in lieu of condemnation other than that portion
of such proceeds released to the Mortgagor in accordance with the terms of the
Mortgage or Prudent Servicing Practices, but excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts. Except as set forth in the last sentence of
Section 4.02(d), a Recovery shall not be treated as an Unscheduled Principal
Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Group
I-A Principal Balance, the Group II-A Principal Balance and the Class B
Principal Balance. Each Certificateholder of a Class will have a Voting Interest
equal to the product of the Voting Interest to which such Class is collectively
entitled and the Percentage Interest in such Class represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class of Certificates or specified Classes of
Certificates, each Certificateholder of a Class will have a Voting Interest in
such Class equal to such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
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 MSDW 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. If any Mortgage has been recorded in the name
of Mortgage Electronic Registration System, Inc. ("MERS") or its designee, no
assignment of Mortgage in favor of the Trustee will be required to be prepared
or delivered and instead, the Master Servicer shall take all actions as are
necessary to cause the Trust Estate to be shown as the owner of the related
Mortgage Loan on the records of MERS for the purpose of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS. 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 (except with respect to any
Mortgage recorded in the name of MERS) 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, in the states as to
which the Trustee has received an Opinion of Counsel acceptable to it that such
recording is not required to make an assignment effective against the parties to
the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged
Property. 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 (unless the related Mortgage has been registered in
the name of MERS or its designee) 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 (or, in the case of a Mortgage Loan registered in the name of MERS or
its designee, the Master Servicer shall take all necessary action to reflect
such assignment on the records of MERS), in each case without recourse, as shall
be necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations under
this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates respecting
which such information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to sell
and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is free
and clear of all encumbrances and liens having priority over the first
lien of the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or subordinated
the Mortgage in whole or in part, released the Mortgaged Property in whole
or in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes no
representations), so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended and to the best of the Seller's knowledge, there is
no proceeding pending or threatened for the total or partial condemnation
of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements, pertaining to usury,
and the Mortgage Loan is not usurious;
(x)To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to the
use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan had
more than one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is the
legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the Seller's
knowledge, all parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage has been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and any
and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which could
not be completed due to weather and escrow funds for the completion of
swimming pools); and all costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been paid, except recording
fees with respect to Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC insuring the originator, its
successors and assigns, as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan and subject only to (A)
the lien of current real property taxes and assessments not yet due and
payable, (B) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording
of such Mortgage acceptable to mortgage lending institutions in the area
in which the Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of the related
Mortgage Loan, (C) liens created pursuant to any federal, state or local
law, regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties
are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of such mortgagee
title insurance policy, the assignment to the Trustee of the Seller's
interest in such mortgagee title insurance policy does not require any
consent of or notification to the insurer which has not been obtained or
made, such mortgagee title insurance policy is in full force and effect
and will be in full force and effect and inure to the benefit of the
Trustee, no claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the Seller,
has done, by act or omission, anything which would impair the coverage of
such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against loss by fire and
such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage
of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration;
the Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of not
more than 360 months;
(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,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class I-A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class I-A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
March 25, 2030 for purposes of Code Section 860G(a)(1).
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) MSDW Additional Collateral pursuant to the terms of the Dual Collateral
Pledge Agreement or any amounts received pursuant to the MLCC Surety Bond or the
MSDW 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
such Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE
STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO
MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into
an amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations that
(including the obligation to maintain an Errors and Omissions Policy and
Fidelity Bond) 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 MSDW 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 MSDW
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 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class I-A-PO and Class II-A-PO Certificates) and the Class B-1,
Class B-2 and Class B-3 Certificates pursuant to the Securities Exchange Act of
1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Group I Pool Distribution Amount
and Group II Pool Distribution Amount will be applied in the following amounts,
to the extent the Group I Pool Distribution Amount and Group II Pool
Distribution Amount are sufficient therefor, in the manner and in the order of
priority as follows, subject to adjustment in accordance with Section
4.01(b)(iii) below:
(i) with respect to the Group I-A Certificates and Group II-A
Certificates, from the Group I Pool Distribution Amount and Group II Pool
Distribution Amount, respectively, as follows:
first, (A) to the Classes of Group I-A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Group I-A Interest Accrual Amount with respect to such Distribution Date;
provided that prior to the Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest to the
Accrual Certificates pursuant to this provision will instead be distributed in
reduction of the Principal Balances of certain Classes of Group I-A
Certificates, in each case in accordance with Section 4.01(b) or (B) to the
Classes of Group II-A Certificates, pro rata, based upon their respective
Interest Accrual Amounts, in an aggregate amount up to the Group II-A Interest
Accrual Amount with respect to such Distribution Date;
second, (A) to the Classes of Group I-A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Group I-A Unpaid Interest Shortfall; provided that
prior to the Accretion Termination Date, an amount equal to the amount that
would otherwise be distributable in respect of unpaid interest shortfalls to the
Accrual Certificates pursuant to this provision will instead be distributed in
reduction of the Principal Balances of certain Classes of Group I-A
Certificates, in each case in accordance with Section 4.01(b) or (B) to the
Classes of Group II-A Certificates, pro rata, based upon their respective Class
A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate Group
II-A Unpaid Interest Shortfall;
third, (A) concurrently, to the Group I-A Certificates (other than
the Class I-A-PO Certificates) and the Class I-A-PO Certificates, pro rata,
based on their respective Group I-A Non-PO Optimal Principal Amount and Class
I-A-PO Optimal Principal Amount, (1) to the Classes of Group I-A Certificates
(other than the Class I-A-PO Certificates), in an aggregate amount up to the
Group I-A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b)(i) or Section 4.01(c), as
applicable, and (2) to the Class I-A-PO Certificates in an amount up to the
Class I-A-PO Optimal Principal Amount or (B) concurrently, to the Group II-A
Certificates (other than the Class II-A-PO Certificates) and the Class II-A-PO
Certificates, pro rata, based on their respective Group II-A Non-PO Optimal
Principal Amount and Class II-A-PO Optimal Principal Amount, (1) to the Classes
of Group II-A Certificates (other than the Class II-A-PO Certificates), in an
aggregate amount up to the Group II-A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Classes in accordance with Section
4.01(b)(ii) or Section 4.01(c), as applicable, and (2) to the Class II-A-PO
Certificates in an amount up to the Class II-A-PO Optimal Principal Amount;
fourth, (A) to the Class I-A-PO Certificates in an amount up to the
Class I-A-PO Deferred Amount from amounts otherwise distributable (without
regard to this Clause (i) Paragraph fourth) first to the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth, below, second to the Class B-5
Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third to the
Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth
to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below,
fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth
below, and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph
third below or (B) to the Class II-A-PO Certificates in an amount up to the
Class II-A-PO Deferred Amount from amounts otherwise distributable (without
regard to this Clause (i) Paragraph fourth) first to the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth, below, second to the Class B-5
Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third to the
Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth
to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below,
fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth
below, and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph
third below; provided, however, to the extent necessary to reduce the Class
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount to zero, any amounts
otherwise distributable to a Class of Class B Certificates will be allocated pro
rata between the Class I-A-PO Deferred Amount and the Class II-A-PO Deferred
Amount; and
(ii) to the Class B Certificates, from the Group I Pool
Distribution Amount and Group Pool II Distribution Amount, subject to
Section 4.01(b)(iii), as follows:
first, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
second, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
third, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this Clause (ii) Paragraph third will
be reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
fourth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
fifth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
sixth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Clause (ii) Paragraph sixth will
be reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
seventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
eighth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
ninth, to the Class B-3 Certificates in an amount up to the Class
B-3 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-3 Certificates pursuant to this Clause (ii) Paragraph ninth will
be reduced by the amount, if any, that would have been distributable to the
Class B-3 Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
tenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such Distribution
Date;
eleventh, to the Class B-4 Certificates in an amount up to the Class
B-4 Unpaid Interest Shortfall;
twelfth, to the Class B-4 Certificates in an amount up to the Class
B-4 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-4 Certificates pursuant to this Clause (ii) Paragraph twelfth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class I-A-PO Deferred Amount
and Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
above;
thirteenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
fourteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
fifteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Clause (ii)
Paragraph fifteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above;
sixteenth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
seventeenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
eighteenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Clause (ii)
Paragraph eighteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount and Class II-A-PO Deferred Amount as provided in Clause
(i) Paragraph fourth above; and
nineteenth, to the Holder of the Class I-A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class I-A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
In addition, Group I Net Foreclosure Profits and Group II Net
Foreclosure Profits, if any, with respect to such Distribution Date minus any
portion thereof payable to a Servicer pursuant to Section 3.02(ix) hereof shall
be distributed to the Holder of the Class I-A-R Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class I-A-PO
and Class II-A-PO Certificates) and any Class of Class B Certificates with a
lower numerical designation pro rata based on their outstanding Principal
Balances.
(b) (i) On each Distribution Date prior to the Cross-Over Date, the
Group I-A Non-PO Principal Distribution Amount will be allocated and
distributed in reduction of the Principal Balances of the Classes of Group
I-A Certificates (other than the Principal Balance of the Class I-A-PO
Certificates) as follows:
I. On each Distribution Date occurring prior to the Accretion Termination
Date, the Accrual Distribution Amount will be allocated, sequentially, as
follows:
first, to the Class I-A-2 Certificates, until the Principal Balance
thereof has been reduced to zero; and
second, to the Class I-A-10 Certificates, until the Principal
Balance thereof has been reduced to zero; and
II. On each Distribution Date prior to the Cross-Over Date, the Group I-A Non-PO
Principal Amount will be allocated and distributed in reduction of the Principal
Balances of the Classes of Group I-A Certificates (other than the Principal
Balance of the Class I-A-PO Certificates) as follows:
first, to the Class I-A-4 Certificates up to the Priority Amount for
such Distribution Date;
second, to the Class I-A-R Certificate, until the Principal Balance
thereof has been reduced to zero;
third, to the Class I-A-1 Certificates, until the Principal Balance
of each such Class has been reduced to zero;
fourth, concurrently, as follows:
(a) 50.000000000%, sequentially, to the Class I-A-3, Class
I-A-5, Class I-A-6, Class I-A-7, Class I-A-8 and Class I-A-9 Certificates,
in that order, until the Principal Balance of each such Class has been
reduced to zero; and
(b) 50.000000000%, sequentially, to the Class I-A-2 and Class
I-A-10 Certificates, in that order, until the Principal Balance of each
such Class has been reduced to zero; and
fifth, to the Class I-A-4 Certificates, without regard to the
Priority Amount for such Distribution Date, until the Principal Balance thereof
has been reduced to zero.
(ii) On each Distribution Date prior to the Cross-Over-Date, the
Group II-A Non-PO Principal Distribution Amount will be distributed to the
Class II-A-1 Certificates until the Principal Balance thereof has been
reduced to zero.
(iii) Notwithstanding the foregoing, (X) on any Distribution Date
occurring prior to the Cross-Over Date but on or after the date on which
the Principal Balances of the Group I-A Certificates (other than the Class
I-A-PO Certificates) or the Principal Balances of the Group II-A
Certificates (other than the Class II-A-PO Certificates) have been reduced
to zero and on which (a) the Aggregate Subordinate Percentage for such
Distribution Date is less than 200% of the Original Aggregate Subordinate
Percentage or (b) the aggregate outstanding principal balance of the
Mortgage Loans in either Loan Group delinquent 60 days or more over the
preceding six months as a percentage of the related Group Subordinate
Amount is greater than or equal to 50%, the remaining Class or Classes of
Class A Certificates (other than the Class I-A-PO Certificates or Class
II-A-PO Certificates, as applicable) will be entitled to receive as
principal, in addition to any principal payments described in Section
4.01(a) above, in accordance with the priorities set forth in Section
4.01(b)(i) or (ii) above and until the Principal Balance of each such
Class of Class A Certificates has been reduced to zero, amounts otherwise
distributable (without regard to this Clause (iii)) first to the Class B-6
Certificates pursuant to Clause (ii) Paragraph eighteenth of 4.01(a)
above, second to the Class B-5 Certificates pursuant to Clause (ii)
Paragraph fifteenth of 4.01 (a) above, third to the Class B-4 Certificates
pursuant to Clause (ii) Paragraph twelfth of 4.01(a) above, fourth to the
Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth of 4.01(a)
above, fifth to the Class B-2 Certificates pursuant to Clause (ii)
Paragraph sixth of 4.01(a) above and sixth to the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third of 4.01(a) above but in each case
only up to the applicable Apportioned Class B Principal Distribution
Amount for such Class of Class B Certificates and (Y) if on any
Distribution Date the Group I-A Non-PO Principal Balance or Group II-A
Non-PO Principal Balance (after giving effect to all distributions on such
Distribution Date) is greater than the Group I-A Pool Balance (Non-PO
Portion) or Group II-A Pool Balance (Non-PO Portion), respectively (the
Group I-A Certificates or Group II-A Certificates, as applicable, in such
instance, the "Undercollateralized Group"), the Class A Certificates
(other than the Class I-A-PO or Class II-A-PO Certificates, as applicable)
of the Undercollateralized Group will be entitled to receive first in
respect of any Class A Unpaid Interest Shortfalls therefor (including any
Group I Interest Shortfall Amount or Group II Interest Shortfall Amount,
as applicable, arising on such Distribution Date) and second as principal,
in addition to any principal payments described in Section 4.01(a) above,
in accordance with the priorities set forth in Section 4.01(b)(i) or (ii)
above and until the aggregate Principal Balance of the Class A
Certificates (other than the Class I-A-PO or Class II-A-PO Certificates,
as applicable) of the Undercollateralized Group equals the Group I Pool
Balance (Non-PO Portion) or Group II Pool Balance (Non-PO Portion), as
applicable (such amount, the "Undercollateralized Amount"), all amounts
otherwise distributable (without regard to this Clause (iii)) first to the
Class B-6 Certificates pursuant to Clause (ii) Paragraph eighteenth of
4.01(a) above, second to the Class B-5 Certificates pursuant to Clause
(ii) Paragraph fifteenth of 4.01(a) above, third to the Class B-4
Certificates pursuant to Clause (ii) Paragraph twelfth of 4.01(a) above,
fourth to the Class B-3 Certificates pursuant to Clause (ii) Paragraph
ninth of 4.01(a) above, fifth to the Class B-2 Certificates pursuant to
Clause (ii) Paragraph sixth 4.01(a) above and sixth to the Class B-1
Certificates pursuant to Clause (ii) Paragraph third of 4.01(a) above
(less any amounts used to pay any Class I-A-PO Deferred Amounts or Class
II-A-PO Deferred Amounts).
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, (x) the Group I-A Non-PO
Principal Distribution Amount shall be distributed among the Classes of Group
I-A Certificates (other than the Class I-A-PO Certificates) and (y) the Group
II-A Non-PO Principal Distribution Amount shall be distributed among the Classes
of Group II-A Certificates (other than the Class II-A-PO Certificates) pro rata
in accordance with their outstanding Principal Balances without regard to either
the proportions or the priorities set forth in Section 4.01(b)(i) and (ii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not
be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Group I Class B Prepayment
Percentage and Group II Class B Prepayment Percentage of any affected Class of
Class B Certificates for such Distribution Date beginning with the affected
Class with the lowest numerical Class designation and then, if necessary, the
Group I Class B Percentage and Group II Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Group I Subordinated Prepayment Percentage and Group II
Subordinated Prepayment Percentages and Group I Subordinated Percentage and
Group II Subordinated Percentage in such computations the difference between (A)
the Group I Subordinated Prepayment Percentage or Group II Subordinated
Prepayment Percentage or Group I Subordinated Percentage or Group II
Subordinated Percentage, as the case may be, and (B) the percentages determined
in accordance with the preceding sentence necessary to bring the Principal
Balances of the affected Classes of Class B Certificates to zero; provided,
however, that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be reduced to
zero on such Distribution Date, the Group I Class B Prepayment Percentage, Group
II Class B Prepayment Percentage, Group I Class B Percentage and Group II Class
B Percentage of the Class of Class B Certificates with the lowest numerical
Class designation which would otherwise be ineligible to receive distributions
of principal in accordance with this Section shall equal the remainder of the
Group I Subordinated Prepayment Percentage and Group II Subordinated Prepayment
Percentage for such Distribution Date minus the sum of the Group I Class B
Prepayment Percentages and Group II Class B Prepayment Percentages of the
Classes of Class B Certificates having lower numerical Class designations, if
any, and the remainder of the Group I Subordinated Percentage and Group II
Subordinated Percentage for such Distribution Date minus the sum of the Group I
Class B Percentages and Group II Class B Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, respectively.
Any entitlement of any Class of Class B Certificates to principal payments
solely pursuant to this clause (ii) shall not cause such Class to be regarded as
being eligible to receive principal distributions for the purpose of applying
the definition of its Group I Class B Percentage, Group II Class B Percentage,
Group II Class B Prepayment Percentage or Group II Class B Prepayment
Percentage.
(e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.20, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class I-A-R
Certificate or has not so notified the Paying Agent, by check mailed to such
Holder at the address of such Holder appearing in the Certificate Register, such
Holder's share of the Group I-A Distribution Amount or Group II-A Distribution
Amount, as applicable, with respect to each Class of Class A Certificates and
the Class B Distribution Amount with respect to each Class of Class B
Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class I-A-R Certificate) or the Principal Balance of any Class
of Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to 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) occurring with respect
to Group I Mortgage Loans and Group II Mortgage Loans will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, (i) with respect to such losses occurring with respect to
Group I Mortgage Loans, concurrently, to the Group I-A Certificates (other than
the Class I-A-PO Certificates) and Class I-A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively,
and (ii) with respect to such losses occurring with respect to Group II Mortgage
Loans, concurrently, to the Group II-A Certificates (other than the Class
II-A-PO Certificates) and Class II-A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Group I Mortgage Loan or Group II Mortgage Loan
allocable to the Class I-A-PO or Class II-A-PO Certificates, respectively, will
equal the product of the amount of any such principal loss and the PO Fraction
for such Mortgage Loan. The principal portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses with respect to any
Mortgage Loan in Loan Group I or Loan Group II, respectively, remaining after
allocation to the Class I-A-PO or Class II-A-PO Certificates, as applicable, in
accordance with the preceding sentence shall be allocated pro rata among the
Group I-A Certificates (other than the Class I-A-PO Certificates) or Group II-A
Certificates (other than the Class II-A-PO Certificates), respectively, and each
Class of Class B Certificates based on the Group I-A Non-PO Principal Balance or
Group II-A Non-PO Principal Balance in the case of such Group I-A Certificates
or Group II-A Certificates and the Group I Apportioned Principal Balance or
Group II Apportioned Principal Balance in the case of each Class of Class B
Certificates, respectively. Any such loss allocated to the Group I-A
Certificates shall be allocated on the subsequent Determination Date to the
outstanding Classes of Group I-A Certificates (other than the Class I-A-PO
Certificates) in accordance with the Group I-A Loss Percentages as of such
Determination Date and any such loss allocated to the Group II-A Certificates
shall be allocated on the subsequent Determination Date to the outstanding
Classes of Group II-A Certificates (other than the Class II-A-PO Certificates)
in accordance with the Group II-A Loss Percentages as of such Determination
Date.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan of a Loan Group which had previously been allocated
as a Realized Loss to any Classes of Class A Certificates or any Classes of
Class B Certificates, each outstanding Class to which such Realized Loss had
previously been allocated shall be entitled to its share (with respect to the
Class I-A-PO and Class II-A-PO Certificates, based on the PO Fraction of such
Mortgage Loan and, with respect to the Class A Certificates (other than the
Class I-A-PO and Class II-A-PO Certificates) and Class B Certificates, based on
their pro rata share of the Non-PO Fraction of such Mortgage Loan) of such
Recovery up to the amount of such Realized Loss previously allocated to such
Class on the Distribution Date in the month following the month in which such
recovery is received. When the Principal Balance of a Class of Certificates has
been reduced to zero, such Class shall not be entitled to any share of such
Recovery. In the event that the amount of such Recovery exceeds the amount of
such Recovery allocated to each outstanding Class in accordance with the
preceding provisions, each outstanding Class shall be entitled to its pro rata
share (determined as described above) of such excess up to the amount of any
unrecovered Realized Loss previously allocated to such Class. Notwithstanding
the foregoing provisions, but subject to the following proviso, if such Recovery
occurs within two years of the realization of such loss and (i) is the result of
an event that would have given rise to the repurchase of the related Mortgage
Loan by the Seller pursuant to Section 2.02 or 2.03, or (ii) represents in whole
or part funds which the applicable Servicer had received in respect of a
Liquidated Loan but failed to remit to the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan, such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class of
Certificates whose principal balances were previously reduced as a result of
such Realized Loss being less than such Class would have received if such
Recovery had been deposited in the Certificate Account on or prior to the
Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses occurring with respect to any Group I
Mortgage Loan or Group II Mortgage Loan shall be allocated among (i) each Class
of Group I-A Certificates or Group II-A Certificates, as applicable, and (ii)
each Class of Class B Certificates, pro rata based upon each Class's Group I
Apportioned Interest Percentage or Group II Apportioned Interest Percentage, as
applicable for the related Distribution Date. In addition, after the Class B
Principal Balance has been reduced to zero, the interest portion of Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) occurring with respect to any Group I Mortgage Loan or Group
II Mortgage Loan will be allocated among the outstanding Classes of Group I-A
Certificates and Group II-A Certificates, respectively, based on their Group I-A
Interest Percentages and Group II-A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Group I Net Foreclosure
Profits and Group II Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trustee, in which
case such Eligible Investments shall mature not later than the Distribution
Date), and shall not be sold or disposed of prior to maturity. All income and
gain realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized. The Paying Agent may withdraw from the Payment Account
any amount deposited in the Payment Account that was not required to be
deposited therein and may clear and terminate the Payment Account pursuant to
Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to interest, (b) the amount of the
Current Group I-A Interest Distribution Amount allocated to each Class of
Group I-A Certificates and Current Group II-A Interest Distribution Amount
allocated to each Class of Group II-A Certificates, (c) any Group I
Interest Shortfall Amounts or Group II Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to interest, (b) the amount of the
Current Class B Interest Distribution Amount allocated to each Class of
Class B Certificates, (c) any Class B Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this Agreement;
(vi) the number of Group I Mortgage Loans and Group II Mortgage
Loans outstanding as of the preceding Determination Date;
(vii) the Group I-A Principal Balance, the Group II-A Principal
Balance, the Principal Balance of each Class of Class A Certificates, the
Class B Principal Balance and the Principal Balance of each Class of Class
B Certificates as of the following Determination Date after giving effect
to the distributions of principal made, and the principal portion of
Realized Losses, if any, allocated with respect to such Distribution Date;
(viii) the Group I Adjusted Pool Amount, the Group II Adjusted
Pool Amount, the Group II Adjusted Pool Amount (PO Portion), the Group II
Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled Principal
Balance of the Group I Mortgage Loans for such Distribution Date, the
Group II Pool Scheduled Principal Balance of the Group II Mortgage Loans
for such Distribution Date, the aggregate Scheduled Principal Balance of
the Group I Discount Mortgage Loans for such Distribution Date and (ii)
the aggregate Scheduled Principal Balance of the Group II Discount
Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans and Group II Mortgage Loans serviced by Norwest Mortgage
and, collectively, by the Other Servicers as of such Distribution Date;
(x)the Group I-A Percentage and Group II-A Percentage for the
following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xi) the Group I-A Prepayment Percentage and Group II-A
Prepayment Percentage for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Percentages and Group II Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Percentages for the
following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiii) the Group I Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Prepayment Percentages and Group II Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment
Percentages for the following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xiv) the number and aggregate principal balances of Group I
Mortgage Loans and Group II Mortgage Loans delinquent (a) one month, (b)
two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Group I
Mortgage Loans and Group II Mortgage Loans in foreclosure as of the
preceding Determination Date;
(xvi) the book value of any real estate with respect to Group I
Mortgage Loans or Group II Mortgage Loans acquired through foreclosure or
grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of business
on such Distribution Date;
(xviii) the principal and interest portions of Realized Losses
with respect to Group I Mortgage Loans and Group II Mortgage Loans
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses with respect to Group I Mortgage Loans and Group
II Mortgage Loans;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses with
respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as
of such Distribution Date;
(xxi) the unpaid principal balance of any Group I Mortgage Loan
or Group II Mortgage Loan as to which the Servicer of such Mortgage Loan
has determined not to foreclose because it believes the related Mortgaged
Property may be contaminated with or affected by hazardous wastes or
hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class I-A-PO Deferred Amount and Class II-A-PO
Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare their
tax returns;
and shall deliver a copy of each type of statement to the Trustee, who
shall provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class I-A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class I-A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Group I-A Distribution Amount or Group II-A
Distribution Amount, as applicable, with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class I-A-PO, Class II-A-PO, Class B-4, Class B-5 or
Class B-6 Certificate such additional information, if any, as may be required to
permit the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates or the allocation of losses to the Certificates,
the interpretation of such provisions and any actions taken by the Master
Servicer in good faith to implement such interpretation shall be binding upon
Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class I-A-PO,
Class I-A-R and Class II-A-PO Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class I-A-R Certificates) that evidences one Single Certificate plus
such additional principal portion as is required in order for all Certificates
of such Class to equal the aggregate Original Principal Balance of such Class,
as the case may be), and shall be substantially in the respective forms set
forth as Exhibits X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0,
X-X-X-0, X-X-X-0, X-X-X-00, X-X-X-XX, X-X-X-X, A-II-A-1, A-II-A-PO, X-0, X-0,
X-0, X-0, X-0, 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 or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar
and the Trustee may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by
law, the rules, regulations and procedures of the Clearing Agency and
agreements between such Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants, and all references in this Agreement to
actions by Certificateholders shall, with respect to the Book-Entry
Certificates, refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in
this Agreement to distributions, notices, reports and statements to
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to distributions, notices, reports and statements to the Clearing
Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class I-A-PO, Class II-A-PO, Class B-4, Class
B-5 or Class B-6 Certificate shall be made unless the registration requirements
of the Securities Act of 1933, as amended, and any applicable State securities
laws are complied with, or such transfer is exempt from the registration
requirements under said Act and laws. In the event that a transfer is to be made
in reliance upon an exemption from said Act or laws, (i) unless such transfer is
made in reliance on Rule 144A, the Trustee or the Seller may, if such transfer
is to be made within three years after the later of (i) the date of the initial
sale of Certificates or (ii) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, require a
Class I-A-PO, Class II-A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder
to deliver a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller, to the effect that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Seller or the Master Servicer, and (ii) the Trustee shall require the transferee
(other than an affiliate of the Seller on the Closing Date) to execute an
investment letter in the form of Exhibit J hereto certifying to the Seller and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee, the Seller or the Master Servicer. The Holder
of a Class I-A-PO, Class II-A-PO, Class B-4, Class B-5 or Class B-6 Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Seller, the Master Servicer and any Paying Agent acting on behalf
of the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. Neither
the Seller nor the Trustee is under an obligation to register the Class I-A-PO,
Class II-A-PO, Class B-4, Class B-5 or Class B-6 Certificates under said Act or
any other securities law.
(c) No transfer of a Class I-A-PO, Class II-A-PO or Class B
Certificate shall be made (other than the transfer of the Class I-A-PO and Class
II-A-PO Certificates to an affiliate of the Seller on the Closing Date) unless
the Trustee shall have received (i) a representation letter from the transferee
in the form of Exhibit J hereto, in the case of a Class I-A-PO, Class II-A-PO,
Class B-4, Class B-5 or Class B-6 Certificate, or in the form of Exhibit K
hereto, in the case of a Class B-1, Class B-2 or Class B-3 Certificate, to the
effect that either (a) such transferee is not an employee benefit plan or other
retirement arrangement subject to Title I of ERISA or Code Section 4975, or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law ("Similar Law") which is to a material extent similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan") and is not a
person acting on behalf of or using the assets of any such Plan, which
representation letter shall not be an expense of the Trustee, the Seller or the
Master Servicer or (b) with respect to the Class B Certificates only, if such
transferee is an insurance company, (A) the source of funds used to purchase the
Class B Certificate is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect
to which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B Certificates are covered by Sections I and III of
PTE 95-60 or (ii) in the case of any such Class I-A-PO, Class II-A-PO or Class B
Certificate presented for registration in the name of a Plan, or a trustee of
any such Plan, (A) an Opinion of Counsel satisfactory to the Trustee and the
Seller to the effect that the purchase or holding of such Class I-A-PO, Class
II-A-PO or Class B Certificate will not result in the assets of the Trust Estate
being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the Trustee,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Seller or the Master Servicer and (B) such other opinions of
counsel, officer's certificates and agreements as the Seller or the Master
Servicer may require in connection with such transfer, which opinions of
counsel, officers' certificates and agreements shall not be an expense of the
Trustee, the Seller or the Master Servicer. The Class I-A-PO, Class II-A-PO and
Class B Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class I-A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class I-A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class I-A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class I-A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class I-A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class
I-A-R Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class I-A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
I-A-R Certificate to any Person who does not provide an affidavit substantially
in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class I-A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class I-A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class I-A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class I-A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of the Class I-A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class I-A-R Certificate, and (ii) the Master Servicer agrees to furnish to
the Internal Revenue Service and to any transferor of the Class I-A-R
Certificate or such agent (within 60 days of the request therefor by the
transferor or agent) such information necessary to the application of Code
Section 860E(e) as may be required by the Code, including but not limited to the
present value of the total anticipated excess inclusions with respect to the
Class I-A-R Certificate (or portion thereof) for periods after such transfer. At
the election of the Master Servicer, the cost to the Master Servicer of
computing and furnishing such information may be charged to the transferor or
such agent referred to above; however, the Master Servicer shall in no event be
excused from furnishing such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
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, including without limitation, any legal action against the Trustee
in its capacity as Trustee hereunder, other than any loss, liability or expense
(including without limitation, expenses payable by the Master Servicer under
8.06) 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 has modified 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, after January 1, 2000, the Master
Servicer can perform its duties in accordance with the terms of this Agreement.
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.
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 not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer
hereunder) the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Estate or any portion thereof
in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any other
action that would (i) affect the determination of the Trust Estate's status as a
REMIC; or (ii) cause the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on either the REMIC or the
Trust Estate. The Master Servicer, or, in the case of any 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 I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class
I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class
I-A-PO, Class I-A-R, Class II-A-1 and Class II-A-PO Certificates and the Class
X-x, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates;
(viii) exercise reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a), unless the Master
Servicer shall have provided an Opinion of Counsel to the Trustee that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject either
the Trust Estate or the REMIC to tax or (c) cause the Trust Estate to fail to
qualify as a REMIC; (ix) exercise reasonable care not to allow the REMIC to
receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
REMIC) the amount of any federal income tax, including, without limitation,
prohibited transaction taxes, taxes on net income from foreclosure property, and
taxes on certain contributions to a REMIC after the Startup Day, imposed on the
REMIC when and as the same shall be due and payable (but such obligation shall
not prevent the Master Servicer or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Master
Servicer from withholding or depositing payment of such tax, if permitted by
law, pending the outcome of such proceedings); and (xi) if required or permitted
by the Code and applicable law, act as "tax matters person" for the REMIC within
the meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer
is hereby designated as agent of the Class I-A-R Certificateholder for such
purpose (or if the Master Servicer is not so permitted, the Holder of the Class
I-A-R Certificate shall be tax matters person in accordance with the REMIC
Provisions). The Master Servicer shall be entitled to be reimbursed pursuant to
Section 3.02 for any taxes paid by it pursuant to clause (x) of the preceding
sentence, except to the extent that such taxes are imposed as a result of the
bad faith, willful misfeasance or gross negligence of the Master Servicer in the
performance of its obligations hereunder. The Trustee shall sign the tax returns
referred to in clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time, request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
and the Trustee for any losses, liabilities, damages, claims or expenses of the
Master Servicer or the Trustee arising from any errors or miscalculations by the
Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Seller to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Seller and the
Trustee for any losses, liabilities, damages, claims or expenses of the Seller
or the Trustee arising from the Master Servicer's willful misfeasance, bad faith
or gross negligence in preparing any of the federal, state and local tax returns
of the REMIC as described above. In the event that the Trustee prepares any of
the federal, state and local tax returns of the REMIC as described above, the
Trustee hereby indemnifies the Seller and the Master Servicer for any losses,
liabilities, damages, claims or expenses of the Seller or the Master Servicer
arising from the Trustee's willful misfeasance, bad faith or negligence in
connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
SECTION 8.16 TRUSTEE COVENANTS CONCERNING YEAR 2000
COMPLIANCE.
The Trustee covenants that it has modified its computer and other
systems used in the performance of its duties as trustee for the Certificates to
operate in a manner such that, after January 1, 2000, the Trustee can perform
its duties in accordance with the terms of this Agreement.
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 Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, 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 11.18. 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 60 days prior to such final
distribution and not later than 30 days prior to such final distribution
specifying (A) the Final Distribution Date upon which final payment of the
Certificates will be made upon presentation and surrender of Certificates at the
office or agency of the Trustee therein designated, (B) the amount of any such
final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made (except in the case of
any Class A Certificate surrendered on a prior Distribution Date pursuant to
Section 4.01) only upon presentation and surrender of the Certificates at the
office or agency of the Trustee therein specified. If the Master Servicer is
obligated to give notice to Certificateholders as aforesaid, it shall give such
notice to the Trustee and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class I-A-R Certificate, the amounts, if any, which remain on deposit
in the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the REMIC as of the date of such notice (or, if
earlier, the date on which the first such notice is mailed to
Certificateholders). The Master Servicer shall also specify such date in a
statement attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Trust Estate as a REMIC at all times that
any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any federal tax on the Trust Estate or the REMIC pursuant to the
Code that would be a claim against the Trust Estate, provided that (a) the
Trustee has received an Opinion of Counsel to the effect that such action is
necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Certificate Account provided that (a) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (b) such change shall not
adversely affect the then-current rating of the Certificates as evidenced by a
letter from each Rating Agency to such effect, (v) to modify, eliminate or add
to the provisions of Section 5.02 or any other provisions hereof restricting
transfer of the Certificates, provided that the Master Servicer for purposes of
Section 5.02 has determined in its sole discretion that any such modifications
to this Agreement will neither adversely affect the rating on the Certificates
nor give rise to a risk that either the Trust Estate or the REMIC or any of the
Certificateholders will be subject to a tax caused by a transfer to a
non-permitted transferee and (vi) to make any other provisions with respect to
matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period
for Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period
with respect to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Norwest Integrated Structured Assets, Inc., 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, 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, 0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx,
Xxxxxxxx 00000, Attention: Vice President or such other address as may hereafter
be furnished to the Seller and the Trustee in writing by the Master Servicer and
(iii) in the case of the Trustee, to the Corporate Trust Office, or such other
address as may hereafter be furnished to the Seller and the Master Servicer in
writing by the Trustee, in each case Attention: Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to
Section 8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 Recharacterization.
-
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CUT-OFF DATE.
The Cut-Off Date for the Certificates is February 1, 2000.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $198,209,691.79.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 92.94848267%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 92.74663199%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class I-A-1 $ 95,249,900.00
Class I-A-2 $ 14,426,000.00
Class I-A-3 $ 6,350,000.00
Class I-A-4 $ 17,500,000.00
Class I-A-5 $ 4,200,000.00
Class I-A-6 $ 3,909,000.00
Class I-A-7 $ 5,080,000.00
Class I-A-8 $ 3,079,000.00
Class I-A-9 $ 1,808,000.00
Class I-A-10 $ 10,000,000.00
Class I-A-PO $ 1,272,928.93
Class I-A-R $ 100.00
Class II-A-1 $ 20,657,000.00
Class II-A-PO $ 802,353.80
SECTION 11.06 ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE.
The Original Aggregate Non-PO Principal Balance is $196,134,409.06.
SECTION 11.07 ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
The Original Aggregate Subordinate Percentage is 7.07443897%.
SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $13,875,409.06.
SECTION 11.09 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is
$12,259,902.17.
SECTION 11.10 ORIGINAL GROUP II SUBORDINATED PRINCIPAL
BALANCE.
The Original Group II Subordinated Principal Balance is
$1,615,506.89.
SECTION 11.11 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 5,748,000.00
Class B-2 $ 3,072,000.00
Class B-3 $ 2,378,000.00
Class B-4 $ 1,189,000.00
Class B-5 $ 495,000.00
Class B-6 $ 993,409.06
SECTION 11.12 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 4.14379562%.
SECTION 11.13 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 2.57752277%.
SECTION 11.14 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 1.36508890%.
SECTION 11.15 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.75887197%.
SECTION 11.16 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.50649402%.
SECTION 11.17 CLOSING DATE.
The Closing Date is February 28, 2000.
SECTION 11.18 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the aggregate
Scheduled Principal Balance of the Mortgage Loans being less than $19,820,969.18
(10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such
purchase.
SECTION 11.19 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class
I-A-PO, Class I-A-R and Class II-A-PO Certificates) and the Class B Certificates
(other than the Class B-5 Certificates), the minimum Denomination eligible for
wire transfer on each Distribution Date is $500,000. With respect to the Class
I-A-PO and Class II-A-PO Certificates, the minimum Denomination eligible for
wire transfer on each Distribution Date is 100% Percentage Interest. The Class
I-A-R and Class B-5 Certificates are not eligible for wire transfer.
SECTION 11.20 SINGLE CERTIFICATE.
A Single Certificate for the Class I-A-1, Class I-A-2, Class I-A-4,
Class I-A-10 and Class II-A-1 Certificates and each Class of Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class I-A-3,
Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8 and Class I-A-9 Certificates
represents a $1,000 Denomination. A Single Certificate for the Class I-A-PO,
Class II-A-PO and Class B-5 Certificates represents a Denomination equal to the
respective Original Principal Balance for such Class. A Single Certificate for
the Class I-A-R Certificate represents a $100 Denomination. A Single Certificate
for the Class B-4 and Class B-6 Certificates represents a $250,000 Denomination.
SECTION 11.21 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee shall be equal to
0.250% per annum.
SECTION 11.22 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan shall be 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
as Seller
By: _______________________________________
Name: Xxxx XxXxxxxx
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By: _______________________________________
Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
as Trustee
By: _______________________________________
Name:
Title:
Attest:
By: ___________________________________
Name: _________________________________
Title: ________________________________
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 28th day of February, 2000, before me, a notary public in
and for the State of Maryland, personally Xxxx XxXxxxxx, known to me who, being
by me duly sworn, did depose and say that he resides at McLean, Virginia; that
he is Vice President of Norwest Integrated Structured Assets, Inc., a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 28th day of February, 2000, before me, a notary public in
and for the State of Maryland, personally appeared Xxxxx Xxxxxxxxx, known to me
who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is an Assistant Vice President of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of February, 2000, before me, a notary public in
and for the State of North Carolina, personally appeared ___________________,
known to me who, being by me duly sworn, did depose and say that s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of February, 2000, 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]
SCHEDULE I
Norwest Integrated Structured Assets, Inc.,
Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
Norwest Mortgage, Inc. (Exhibits F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibits Mid-Month Mid-Month
F-2A) and F-2B)
North American Mortgage Company Mid-Month Prior Month
FT Mortgage Companies Mid-Month Prior Month
Xxxxxx Savings and Loan Association Mid-Month Prior Month
Bank United Mid-Month Prior Month
National City Mortgage Company Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Xxxxxx Xxxxxxx Xxxx Xxxxxx Credit Prior Month Prior Month
Corporation
Xxxxxxx Xxxxx Credit Corporation Prior Month Prior Month
EXHIBIT A-I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DC 0 First Distribution Date: Xxxxx 00, 0000
Xxxxxxxxxxxx: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-1 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-1 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-2
[FORM OF FACE OF CLASS I-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DD 8 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-2 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-2 Certificates required to be
distributed to Holders of the Class I-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-2 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on February 28, 2000, and based on its
issue price of 96.43125%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-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 3.62708333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.97%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.05149074%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-3
[FORM OF FACE OF CLASS I-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DE 6 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-3 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-3 Certificates required to be
distributed to Holders of the Class I-A-3 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-3 Certificates applicable to each
Distribution Date will be 8.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-3 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-4
[FORM OF FACE OF CLASS I-A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DF 3 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-4 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-4 Certificates required to be
distributed to Holders of the Class I-A-4 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-4 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-4 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on February 28, 2000, and based on its
issue price of 96.26562%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-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 3.79688000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.03%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01697199%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-5
[FORM OF FACE OF CLASS I-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DG 1 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-5 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-5 Certificates required to be
distributed to Holders of the Class I-A-5 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-5 Certificates applicable to each
Distribution Date will be 8.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-5 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-6
[FORM OF FACE OF CLASS I-A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DH 9 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-6 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-6 Certificates required to be
distributed to Holders of the Class I-A-6 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-6 Certificates applicable to each
Distribution Date will be 8.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-6 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-7
[FORM OF FACE OF CLASS I-A-7 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DJ 5 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-7 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-7 Certificates required to be
distributed to Holders of the Class I-A-7 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-7 Certificates applicable to each
Distribution Date will be 8.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-7 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-8
[FORM OF FACE OF CLASS I-A-8 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DK 2 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-8 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-8 Certificates required to be
distributed to Holders of the Class I-A-8 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-8 Certificates applicable to each
Distribution Date will be 8.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-8 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-9
[FORM OF FACE OF CLASS I-A-9 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DL 0 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-9 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-9 Certificates required to be
distributed to Holders of the Class I-A-9 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-9 Certificates applicable to each
Distribution Date will be 8.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-9 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-10
[FORM OF FACE OF CLASS I-A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DM 8 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-10 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-10 Certificates required to be
distributed to Holders of the Class I-A-10 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-10 Certificates applicable to each
Distribution Date will be 7.000% per annum. Prior to the Accretion Termination
Date, no distribution of interest on this Certificate will be made. Prior to the
Accretion Termination Date, interest otherwise available for distribution on
this Certificate will be added to the Principal Balance of the Class I-A-10
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class I-A-10 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 February 28, 2000, at an issue price
of 87.35312%, including accrued interest, and a stated redemption price at
maturity equal to the sum of its initial principal balance and all interest
distributions hereon (whether current or accrued), and is issued with original
issue discount ("OID") for federal income tax purposes. Assuming that this
Certificate pays in accordance with projected cash flows reflecting the
prepayment assumption of 100% of the Prepayment Vector (as defined in the
Prospectus Supplement dated February 18, 2000 with respect to the offering of
the Class A Certificates (except the Class I-A-PO and II-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 111.11808020%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.48%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.55516897%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
First Distribution Date: Xxxxx 00, 0000
Xxxxxxxxxxxx: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-PO Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-PO Certificates required to be
distributed to Holders of the Class I-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class I-A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating that the transferee
is not a Plan and is not acting on behalf of a Plan or using the assets of a
Plan to effect such purchase or (ii) if such transferee is a Plan, (a) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on February 28, 2000, at an issue price
of 60.15625% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 100% of the
Prepayment Vector (as defined in the Prospectus Supplement dated February 18,
2000 with respect to the offering of the Class A Certificates (except the Class
I-A-PO and II-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
39.84375000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 12.37%; and (iii) the amount of OID allocable to the
short first accrual period (February 28, 2000 to March 25, 2000) as a percentage
of the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.55777983%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-I-A-R
[Form of Face of Class I-A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DN 6 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class I-A-R Certificate with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-R Certificate required to be
distributed to Holders of the Class I-A-R Certificate on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-R Certificate applicable to each Distribution
Date will be 7.500% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class I-A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS II-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DP 1 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2015
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-A-1 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-1 Certificates required to be
distributed to Holders of the Class II-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-1 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT A-II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS II-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
First Distribution Date: Xxxxx 00, 0000
Xxxxxxxxxxxx: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2015
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-A-PO Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively) formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (the "Agreement")
among the Seller, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class II-A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating that the transferee
is not a Plan and is not acting on behalf of a Plan or using the assets of a
Plan to effect such purchase or (ii) if such transferee is a Plan, (a) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on February 28, 2000, at an issue price
of 60.15625% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 100% of the
Prepayment Vector (as defined in the Prospectus Supplement dated February 18,
2000 with respect to the offering of the Class A Certificates (except the Class
I-A-PO and II-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
39.84375000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 15.38%; and (iii) the amount of OID allocable to the
short first accrual period (February 28, 2000 to March 25, 2000) as a percentage
of the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.69347806%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-1
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DQ 9 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (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 7.500% 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 February 28, 2000, and based on its
issue price of 93.75725%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-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 6.30525000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.45%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.03144838%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-2
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DR 7 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (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
7.500% 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 February 28, 2000, and based on its
issue price of 92.24945%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-A-PO Certificates), Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.81305000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.69%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.03855480%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-3
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DS 5 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (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
7.500% 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 February 28, 2000, and based on its
issue price of 89.05956%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-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 11.00294000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 9.22%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.05309400%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-4
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DT 3 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (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
7.500% 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 February 28, 2000, and based on its
issue price of 70.11662%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-A-PO Certificates), Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 29.94588000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 13.06%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.12404203%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-5
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 66938D DU 0 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (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
7.500% 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 February 28, 2000, and based on its
issue price of 51.19328%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-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 48.86922000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 18.90%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.16270582%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-6
evidencing an interest in two pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-
family residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 2000
CUSIP No.: 00000X XX 8 First Distribution Date: March 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: March 25, 2030
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by Norwest Integrated Structured Assets, Inc.
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of February 28, 2000 (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
7.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on February 28, 2000, and based on its
issue price of 16.63013%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 3 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 100% of the Prepayment Vector (as defined in the Prospectus
Supplement dated February 18, 2000 with respect to the offering of the Class A
Certificates (except the Class I-A-PO and II-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 83.43237300%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 54.29%; and (iii) the
amount of OID allocable to the short first accrual period (February 28, 2000 to
March 25, 2000) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.11313715%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2000-1 Certificates]
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2000-1
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Asset-Backed
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Social Security or other Identifying Number of Assignee:
Dated:
________________________________________
Signature by or on behalf of assignor
________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
for the account of _____________________________________________ account number
_____________, or, if mailed by check, to _____________________________________.
Applicable statements should be mailed to _____________________________________.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), NORWEST
INTEGRATED STRUCTURED ASSETS, INC. (together with any successor in interest, the
"Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of February 28, 2000
relating to the issuance of Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-1 (as in effect on the date of this Agreement, the "Original Pooling
and Servicing Agreement", and as amended and supplemented from time to time, the
"Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the 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 2.2 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 2.3 Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4 Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5 Custodian to Cooperate; Release of Custodial Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the Master Servicer or otherwise
released from the possession of the Custodian.
Section 3.2 Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time
to time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the 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 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the 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 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By:__________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name:_____________________________
Title:____________________________
Address: NORWEST INTEGRATED STRUCTURED
ASSETS, INC.
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name:_____________________________
Title:____________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name:_____________________________
Title:____________________________
Address: [CUSTODIAN]
By:__________________________________
Name:_____________________________
Title:____________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Integrated
Structured Assets, Inc. a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
______________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
______________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
______________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association
______________________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1
[Schedule of Group I Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Xxxxxxxx]
XXXXXX
XXX / 0000-00 Exhibit F-1 (Group I)
30 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(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
-------- --------------------------------- -----------------------------------------------------------------------------------------
7168961 XXXXXX XX 00000 SFD 6.750 6.483 $1,034.61 360 1-Oct-28 $157,128.88 97.00
7197299 ST XXXXXXXXXX XX 00000 SFD 6.875 6.608 $1,051.09 360 1-Oct-28 $156,623.29 96.97
7214178 XXXXX XXXXX XX 00000 SFD 7.375 7.108 $1,085.33 360 1-Nov-28 $155,267.15 97.00
7458049 XX XXXX XX 00000 SFD 6.875 6.608 $317.97 360 1-Dec-28 $47,812.05 97.00
7808792 XXXXXXXXXXXX XX 00000 SFD 9.000 7.500 $ 185.87 360 1-Jul-29 $ 22,862.82 70.00
7808804 XXXXXXXXXXXX XX 00000 SFD 9.000 7.500 $ 185.87 360 1-Jul-29 $ 22,862.82 70.00
$562,557.01
TABLE (CONTINUED)
(i) (xii) (xiii) (xv) (xvi)
----- --------- ------- ------- -------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER CODE FEE FEE YIELD
----- --------- ------- ------- -------
7168961 11 0.250 0.017 0.000
7197299 1 0.250 0.017 0.000
7214178 17 0.250 0.017 0.000
7458049 13 0.250 0.017 0.000
7808792 0.250 0.017 1.233
7808804 0.250 0.017 1.233
COUNT: 6
WAC: 7.150811068
WAM: 345.1775198
WALTV: 94.79703931
EXHIBIT F-2A
[Schedule of Group I Mortgage Loans Serviced by Norwest Mortgage in
Frederick, Xxxxxxxx]
XXXXXX
XXX / 0000-00 Exhibit F-2A (Group I)
30 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(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
----- ---------------- ----- ------ ---------- --------- -------- --------- --------- ---------- -----------------
4858058 XXX XXXXX XX 00000 MF4 7.600 7.333 $2,327.93 360 1-Aug-28 $325,142.64
4863271 XXXXXXXXXXX XX 00000 SFD 7.750 7.483 $1,676.40 360 1-Sep-28 $231,042.60
4865841 XXXX XXX XXXXXXX XX 00000 COP 7.500 7.233 $380.37 360 1-Nov-28 $53,767.22
4891125 XXXXXX XXXXXX XX 00000 SFD 7.625 7.358 $1,103.46 360 1-Mar-29 $154,618.50
4895363 XXXXXXX XXXXX XX 00000 MF2 8.500 7.500 $656.66 360 1-Jul-29 $84,215.73
4914624 XXXXXXXXXX XX 00000 MF2 8.250 7.500 $1,239.59 360 1-Feb-29 $162,028.97
4933149 XXXXXXXXXX XX 00000 MF3 8.375 7.500 $554.86 360 1-Mar-29 $72,483.02
4940378 XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,009.22 360 1-Jan-29 $298,666.72
4941807 XXXXXXXXX XX 00000 MF4 7.625 7.358 $1,151.08 360 1-Jan-29 $158,534.69
4944726 XXXXXXXXX XX 00000 MF2 8.500 7.500 $954.23 360 1-Jan-29 $123,079.91
4945342 XXXXXXXX XX 00000 MF2 7.875 7.500 $367.98 360 1-Mar-29 $49,859.05
4948223 XXXXXXXXX XX 00000 MF3 8.625 7.500 $612.51 360 1-Jan-29 $78,118.78
4950279 XXXXXXXX XX 00000 MF2 7.875 7.500 $1,087.61 360 1-Apr-29 $148,847.32
4952222 XXXXXXXX XX 00000 SFD 6.375 6.108 $511.58 360 1-Feb-29 $81,038.63
4953644 XXXXX XXXXX XX 00000 MF2 7.125 6.858 $754.57 360 1-Mar-29 $110,984.96
4953870 XXXX XXXXXX XX 00000 SFD 7.750 7.483 $1,203.58 360 1-May-29 $166,904.78
4954814 XXXXXXXXX XX 00000 MF4 7.750 7.483 $1,237.96 360 1-Jan-29 $171,151.60
4954833 XXXX XXXXXX XX 00000 SFD 7.875 7.500 $406.04 360 1-Feb-29 $55,520.45
4956874 XXXXXXX XX 00000 SFD 7.625 7.358 $858.56 360 1-Mar-29 $120,302.94
4958667 XXX XXXXXXXXX XX 00000 MF3 7.500 7.233 $2,887.76 360 1-Jan-29 $408,862.48
4961360 XXXXXXXX XX 00000 MF2 8.750 7.500 $461.40 360 1-Apr-29 $58,301.27
4961364 XXXXXXXXX XX 00000 MF2 8.250 7.500 $480.81 360 1-Apr-29 $63,579.05
4962118 XXXXXX XX 00000 SFD 8.000 7.500 $2,203.50 360 1-Jan-29 $295,845.44
4962495 XXXXXX XX 00000 SFD 7.875 7.500 $344.41 360 1-Mar-29 $47,128.36
4962776 XXXXXXX XX 00000 SFD 8.375 7.500 $1,900.19 360 1-Apr-29 $248,396.30
4966949 XXXXXX XX 00000 LCO 7.000 6.733 $278.77 360 1-Mar-29 $41,510.90
4967723 XXXX XX 00000 SFD 7.875 7.500 $377.04 360 1-Mar-29 $51,593.14
4968218 XXXXXXXX XXXXX XX 00000 SFD 7.875 7.500 $1,444.34 360 1-Mar-29 $197,641.54
4968439 XXXXX XXXXX XX 00000 SFD 7.625 7.358 $520.94 360 1-Mar-29 $72,904.75
4970251 XXXX XXXXXX XX 00000 SFD 7.500 7.233 $971.91 360 1-Apr-29 $137,938.91
4970770 XXXXXXXX XXXXXXX XX 00000 SFD 8.250 7.500 $852.31 360 1-Jan-29 $112,469.78
4970852 XXXXXXXXX XX 00000 MF4 7.875 7.500 $1,729.29 360 1-Mar-29 $236,634.11
4970900 XXXXXXXXX XX 00000 SFD 8.750 7.500 $1,730.74 360 1-Feb-29 $218,418.69
4970909 XXXXXXXXX XX 00000 SFD 8.750 7.500 $1,730.74 360 1-Feb-29 $218,418.69
4970914 XXXXXXXXX XX 00000 SFD 8.750 7.500 $1,730.74 360 1-Feb-29 $218,418.69
4972466 XXXXXX XXXXXXX XX 00000 MF3 7.500 7.233 $2,496.20 360 1-May-29 $354,534.12
4973841 XXXXXXX XX 00000 MF4 8.375 7.500 $1,459.34 360 1-Mar-29 $190,640.47
4973970 XXXXXXX XX 00000 SFD 7.750 7.483 $606.80 360 1-Mar-29 $84,020.80
4975084 XXXXXXXX XX 00000 MF2 7.000 6.733 $1,027.23 360 1-Mar-29 $152,557.37
4975321 XXXX XX 00000 SFD 7.500 7.233 $1,036.24 360 1-Apr-29 $143,931.07
4975748 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $507.11 360 1-May-29 $67,071.94
4976095 XXXX XXXXXX XXXX XX 00000 SFD 8.000 7.500 $1,047.82 360 1-Mar-29 $141,710.14
4976405 XXXXXXXXXXX XX 00000 SFD 7.250 6.983 $1,719.09 360 1-Mar-29 $249,770.99
4976572 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $473.48 360 1-Apr-29 $72,324.76
4979131 XXXXX XXXXXXXXXX XX 00000 SFD 7.625 7.358 $551.38 360 1-Mar-29 $77,229.39
4979223 XXXX XXX XX 00000 SFD 7.375 7.108 $1,906.27 360 1-Apr-29 $273,840.76
4979501 XXX''S XXXXXX XX 00000 MF2 7.750 7.483 $573.85 360 1-Mar-29 $79,457.49
4979631 XXX XXXXXX XX 00000 SFD 7.875 7.500 $543.80 360 1-Feb-29 $74,355.43
4980575 XXXXXXXXX XX 00000 SFD 7.125 6.858 $1,683.62 360 1-Mar-29 $247,532.93
4980832 XXXXXXXXX XX 00000 SFD 8.375 7.500 $1,094.51 360 1-Apr-29 $143,076.26
4983156 XXXXXXXXX XX 00000 SFD 7.250 6.983 $409.31 360 1-May-29 $59,411.80
4984669 XXXXX XXXXXX XX 00000 MF4 7.375 7.108 $2,009.86 360 1-Jan-29 $288,012.92
4986249 XXXXXXXXX XX 00000 SFD 7.625 7.358 $2,548.06 360 1-Apr-29 $357,318.62
4987584 XXXXXX XXXX XX 00000 SFD 8.625 7.500 $495.85 360 1-Apr-29 $63,356.08
4989716 XXXXXXXXXXX XX 00000 SFD 8.500 7.500 $344.48 360 1-May-29 $44,548.65
4991159 XXXXXXXX XX 00000 MF2 8.500 7.500 $1,278.32 360 1-Apr-29 $164,982.57
4991161 XXXXXXXX XX 00000 MF3 7.875 7.500 $1,513.95 360 1-Apr-29 $206,281.58
4991603 XXXXXXXX XX 00000 SFD 8.000 7.500 $763.12 360 1-Apr-29 $103,271.00
4992533 XXXXXXXX XX 00000 LCO 8.500 7.500 $693.56 360 1-Mar-29 $88,758.16
4993284 XXXXXXXXXX XX 00000 SFD 8.625 7.500 $640.51 360 1-Apr-29 $81,847.77
4995343 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $1,957.69 360 1-Jun-29 $268,478.90
4998330 XXXXXX XX 00000 LCO 7.750 7.483 $707.82 360 1-Apr-29 $98,082.00
4999510 XXXXXX XX 00000 SFD 7.750 7.483 $426.27 360 1-May-29 $59,094.38
4999559 XXXX XXXXX XX 00000 SFD 7.750 7.483 $286.57 360 1-May-29 $39,739.20
5001815 XXXXXXXXXX XX 00000 SFD 7.625 7.358 $2,654.23 360 1-May-29 $372,494.23
5002934 XXXXXXX XX 00000 MF3 6.750 6.483 $1,459.35 360 1-Feb-29 $222,602.01
5003104 XXXXXX XXXXXX XX 00000 MF2 8.375 7.500 $1,402.34 360 1-May-29 $183,438.56
5005907 XXX XXXX XX 00000 SFD 7.625 7.358 $934.29 360 1-Apr-29 $131,016.82
5007301 XXXXXXXX XX 00000 SFD 8.625 7.500 $158.67 360 1-Apr-29 $20,267.48
5008177 XXXXXXXX XX 00000 SFD 7.750 7.483 $451.34 360 1-May-29 $61,885.83
5009669 XXXXXXXX XX 00000 SFD 8.500 7.500 $326.79 360 1-Apr-29 $42,234.17
5009678 XXXXXXXX XX 00000 SFD 8.500 7.500 $269.12 360 1-Apr-29 $34,781.10
5009732 XXXXXXXXXXX XX 00000 SFD 7.750 7.483 $1,110.44 360 1-May-29 $153,968.69
5010013 XXXXX XX 00000 SFD 7.625 7.358 $775.04 360 1-May-29 $108,728.02
5010646 XXXXXXX XX 00000 HCO 7.875 7.500 $3,551.03 360 1-May-29 $486,635.73
5011824 XXXXXXXXX XX 00000 SFD 7.750 7.483 $1,321.78 360 1-May-29 $183,297.31
5012677 XXXXXXXX XX 00000 SFD 7.875 7.500 $394.44 360 1-Jun-29 $54,093.51
5017442 XXXXXXXX XX 00000 SFD 7.375 7.108 $509.72 360 1-May-29 $73,281.98
5020775 XXXXXXXX XX 00000 MF3 8.000 7.500 $2,476.46 360 1-Jul-29 $335,882.72
5021032 XXXX XXXXXXXXXX XX 00000 SFD 8.125 7.500 $1,470.15 360 1-May-29 $196,802.19
5021980 XXXXXX XX 00000 LCO 7.875 7.500 $505.74 360 1-Jun-29 $69,357.01
5022019 XXXX XXXX XX 00000 SFD 8.250 7.500 $1,061.54 360 1-May-29 $140,466.42
5023646 XXXXX XX 00000 MF2 7.000 6.733 $726.18 360 1-Jun-29 $108,419.44
5025328 XXXXXXXXXX XX 00000 MF2 8.500 7.500 $359.85 360 1-May-29 $46,124.72
5025981 XXXXXXX XX 00000 SFD 7.500 7.233 $349.61 360 1-May-29 $49,657.54
5026493 XXXXXXXXX XX 00000 SFD 8.125 7.500 $387.59 360 1-Jun-29 $51,920.23
5027462 XXXXXXXXXX XX 00000 SFD 7.250 6.983 $1,217.69 360 1-Jun-29 $177,304.78
5028831 XXXXX XXXX XX 00000 SFD 8.750 7.500 $438.59 360 1-Sep-29 $55,587.24
5028903 XXXXXXXXX XX 00000 SFD 7.750 7.483 $1,260.89 360 1-Jun-29 $174,983.45
5028963 XXXXXXX XX 00000 SFD 7.000 6.733 $797.70 360 1-May-29 $118,994.54
5030591 XXXXX XX 00000 SFD 8.125 7.500 $270.65 360 1-Jun-29 $36,254.59
5031194 XXXXXXXXX XX 00000 SFD 8.375 7.500 $729.67 360 1-Jun-29 $95,510.81
5031564 XXXXX XX 00000 SFD 9.000 7.500 $325.15 360 1-Apr-29 $40,181.64
5032432 XXXXXXXX XXXXX XX 00000 SFD 8.000 7.500 $1,636.30 360 1-Jun-29 $220,744.28
5035804 XXXXX XXX XXXXXXXXXXX 00000 SFD 7.750 7.483 $2,005.96 360 1-Jun-29 $278,382.78
5036726 XXXXXXX XX 00000 SFD 7.500 7.233 $1,398.43 360 1-May-29 $198,630.23
5037400 XXXXXXX XX 00000 SFD 7.625 7.358 $877.67 360 1-Jun-29 $123,265.80
5037410 XXXXX XX 00000 MF4 7.875 7.500 $763.50 360 1-Jun-29 $104,705.55
5039475 XXXXXXXXXX XX 00000 SFD 9.250 7.500 $368.56 360 1-Aug-29 $44,657.91
5039496 XXXXX XXXXXXX XX 00000 SFD 7.750 7.483 $802.39 360 1-Jul-29 $111,435.76
5039570 XXX XXXX XX 00000 MF4 7.000 6.733 $2,761.01 360 1-May-29 $411,866.01
5039609 XXX XXXXXXXXX XX 00000 MF3 7.000 6.733 $1,450.36 360 1-May-29 $216,353.72
5041299 XXXXXXXX XX 00000 MF4 8.875 7.500 $1,253.15 360 1-Sep-29 $157,051.88
5044229 XXXXXXX XX 00000 MF3 8.500 7.500 $664.35 360 1-Aug-29 $86,080.29
5045061 XXXXXXX XX 00000 MF4 8.000 7.500 $2,488.93 360 1-May-29 $337,096.16
5045089 XXX XXXXXXX XX 00000 MF2 8.500 7.500 $830.43 360 1-May-29 $106,987.00
5045092 XXXXXXX XX 00000 MF2 7.250 6.983 $723.11 360 1-May-29 $101,305.80
5045105 XXXXXXXX XXXXXXXX XX 00000 SFD 8.125 7.500 $736.56 360 1-May-29 $98,599.90
5045160 XXXXXX XX 00000 MF2 7.500 7.233 $1,625.67 360 1-May-29 $230,907.71
5045345 XXXXXXXXX XX 00000 MF3 9.500 7.500 $590.28 360 1-Apr-29 $69,842.13
5045751 XXXXXX XX 00000 SFD 7.500 7.233 $1,153.70 360 1-May-29 $163,869.99
5045759 XXXXXXXXX XX 00000 MF3 7.875 7.500 $443.74 360 1-Apr-29 $60,766.16
5045810 XXXXXXXXX XX 00000 MF3 9.500 7.500 $590.28 360 1-Apr-29 $69,842.13
5045817 XXXXXXXXX XX 00000 MF3 9.500 7.500 $590.28 360 1-Apr-29 $69,842.13
5045876 XXXXXX XXXX XX 00000 SFD 7.750 7.483 $1,599.03 360 1-Apr-29 $221,574.08
5045886 XXXXXXX XX 00000 SFD 7.375 7.108 $745.93 360 1-May-29 $107,241.93
5045887 XXXXXXXX XX 00000 MF3 8.500 7.500 $871.95 360 1-May-29 $112,763.88
5045954 XXXXXXXX XX 00000 SFD 7.125 6.858 $1,212.69 360 1-May-29 $178,673.35
5045973 XXXXXX XX 00000 SFD 7.375 7.108 $944.85 360 1-May-29 $135,839.74
5046058 XXX XXXXXXXXXXXX XX 00000 SFD 7.250 6.983 $610.55 360 1-Apr-29 $88,721.07
5046095 XXXXXXXXXX XX 00000 SFD 8.375 7.500 $459.84 360 1-May-29 $60,152.00
5046114 XXXX XXX XX 00000 COP 8.000 7.500 $196.65 360 1-Jul-29 $26,671.57
5046124 XXXXXXXXX XX 00000 SFD 8.000 7.500 $1,115.33 360 1-May-29 $151,057.16
5046188 XXXXX XX 00000 SFD 8.500 7.500 $373.70 360 1-Apr-29 $48,258.45
5046276 XXXXXXXXX XX 00000 SFD 8.375 7.500 $350.78 360 1-May-29 $45,884.46
5046514 XXXXXXXXXXXXX XX 00000 SFD 7.000 6.733 $868.22 360 1-Apr-29 $129,112.86
5046908 XXXXX XX 00000 MF2 7.500 7.233 $596.09 360 1-May-29 $84,666.06
5046957 XXXX XX 00000 SFD 7.875 7.500 $496.68 360 1-May-29 $68,064.35
5046987 XXXXXX XX 00000 MF4 8.375 7.500 $1,005.58 360 1-May-29 $131,538.86
5047009 XXXXXXXXX XX 00000 MF4 7.750 7.483 $837.85 360 1-May-29 $116,187.58
5047027 XXXXXXXXX XX 00000 MF2 7.750 7.483 $1,289.55 360 1-May-29 $178,826.56
5047069 XXXXX XX 00000 SFD 7.625 7.358 $866.27 360 1-May-29 $121,572.20
5047872 XXXXXXX XX 00000 SFD 8.750 7.500 $463.76 360 1-Aug-29 $57,710.71
5048386 XXXXXX XXXXXX XX 00000 SFD 8.375 7.500 $2,432.24 360 1-Jan-30 $319,801.09
5048517 XXXXX XX 00000 SFD 7.250 6.983 $660.35 360 1-May-29 $96,103.69
5048563 XXXXX XX 00000 SFD 7.625 7.358 $673.82 360 1-May-29 $94,563.88
5048719 XXXXXXXXX XX 00000 SFD 8.250 7.500 $383.15 360 1-Aug-29 $50,801.47
5049302 XXXXX XX 00000 SFD 8.750 7.500 $636.45 360 1-Sep-29 $80,663.81
5050723 XXXXXXX XX 00000 LCO 8.000 7.500 $616.36 360 1-Jun-29 $83,538.47
5052178 XXXXXXX XXXXXXX XX 00000 MF2 8.000 7.500 $1,040.12 360 1-Oct-29 $141,365.70
5052180 XXXXXXX XXXXXXX XX 00000 MF2 8.000 7.500 $1,040.12 360 1-Oct-29 $141,365.70
5053591 XXXXXXX XX 00000 SFD 9.125 7.500 $1,562.18 360 1-Apr-29 $190,582.84
5053595 XXXXXXX XX 00000 SFD 9.125 7.500 $1,562.18 360 1-Apr-29 $190,421.70
5053600 XXXXXXX XX 00000 SFD 9.125 7.500 $1,562.18 360 1-Apr-29 $190,539.92
5053603 XXXXXXX XX 00000 SFD 9.125 7.500 $1,562.18 360 1-Apr-29 $190,539.92
5054446 XXXXXXX XX 00000 SFD 8.125 7.500 $553.16 360 1-Jun-29 $74,100.76
5055714 XXXXXXXXX XX 00000 SFD 8.125 7.500 $519.75 360 1-Sep-29 $69,675.95
5056003 XXXXXXXXXX XX 00000 SFD 7.500 7.233 $1,299.84 360 1-Sep-29 $185,201.50
5057913 XXXXX XX 00000 MF2 8.500 7.500 $664.73 360 1-Nov-29 $86,291.75
5058009 XXXXXXXX XX 00000 SFD 8.750 7.500 $574.30 360 1-Sep-29 $72,786.88
5058542 XXXXX XX 00000 MF2 8.500 7.500 $662.04 360 1-Nov-29 $85,942.39
5059221 XXXXXXXXX XX 00000 MF2 8.875 7.500 $501.26 360 1-Sep-29 $62,820.76
5062413 XXXX XXXX XX 00000 SFD 8.375 7.500 $803.40 360 1-Dec-29 $105,568.14
5062417 XX XXXX XX 00000 SFD 8.875 7.500 $369.18 360 1-Sep-29 $46,268.00
5063640 XXXXXXX XXXXXXX XX 00000 MF2 8.500 7.500 $1,055.33 360 1-Sep-29 $136,828.37
5063872 XXXXX XXXXX XX 00000 LCO 8.000 7.500 $434.39 360 1-Sep-29 $58,955.56
5064758 XXXXXXXXX XX 00000 SFD 8.500 7.500 $1,730.06 360 1-Aug-29 $224,167.51
5064980 XXXXX XX 00000 SFD 8.375 7.500 $658.99 360 1-Sep-29 $85,560.55
5067642 XXXXXXXXXX XX 00000 LCO 9.250 7.500 $566.42 360 1-Sep-29 $68,668.73
5067836 XXXXXXXXX XX 00000 MF4 8.500 7.500 $1,922.28 360 1-Aug-29 $249,075.07
5068190 XXXXXXXXXXXXXX XX 00000 SFD 9.000 7.500 $579.33 360 1-Sep-29 $71,800.39
5068243 XXXXXXXXX XX 00000 LCO 8.375 7.500 $1,793.78 360 1-Sep-29 $235,256.21
5068305 XXXX XX 00000 HCT 8.500 7.500 $1,753.13 360 1-Sep-29 $227,299.49
5068906 XXXXXX XX 00000 MF2 7.875 7.500 $847.24 360 1-Jul-29 $116,232.71
5069666 XXXXX XX 00000 SFD 8.250 7.500 $2,103.55 360 1-Sep-29 $279,094.89
5069746 XXXXXXXXXXXX XX 00000 SFD 8.500 7.500 $421.37 360 1-Sep-29 $54,616.37
5069837 XXXXXXX XX 00000 SFD 8.250 7.500 $1,060.07 360 1-Aug-29 $140,554.75
5071086 XXXXXXX XX 00000 SFD 8.375 7.500 $535.10 360 1-Sep-29 $70,178.09
5071110 XXXXXXXXXXXXXXX XX 00000 SFD 7.750 7.483 $424.12 360 1-Sep-29 $58,988.34
5071114 XXXXXXXXXXXXXXX XX 00000 SFD 7.750 7.483 $429.85 360 1-Sep-29 $59,785.50
5072144 XXX XXXXXXXXX XX 00000 MF2 8.500 7.500 $1,319.00 360 1-Sep-29 $171,012.96
5072399 XXX XXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $2,497.97 360 1-Sep-29 $331,424.18
5072667 XXXXXXXXXXX XX 00000 SFD 8.500 7.500 $497.49 360 1-Sep-29 $64,501.20
5072774 XXX XXXXXXXXX XX 00000 MF4 8.500 7.500 $1,924.98 360 1-Sep-29 $249,580.85
0000000 XXXXXXXXX XX 00000 SFD 8.625 7.500 $733.84 360 1-Aug-29 $93,703.21
5073542 XXXXX XX 00000 SFD 7.750 7.483 $2,292.52 360 1-Jun-29 $318,151.80
5073765 XXXXX XXXXXXXXXX XX 00000 SFD 9.250 7.500 $513.85 360 1-Sep-29 $62,295.54
5074151 XXXXXXXXXXXXXXX XX 00000 SFD 7.750 7.483 $418.39 360 1-Sep-29 $58,191.20
5074434 XXXXX XXXXX XX 00000 MF4 8.875 7.500 $408.17 360 1-Sep-29 $51,154.04
5074921 XXXXXXXXXXXXXXX XX 00000 SFD 7.750 7.483 $381.14 360 1-Oct-29 $53,048.31
5074970 XXXXXXXXXXXXXXX XX 00000 SFD 7.750 7.483 $418.39 360 1-Sep-29 $58,191.20
5074992 XXXXXXXXXX XX 00000 SFD 8.625 7.500 $1,050.02 360 1-Sep-29 $134,595.69
5075085 XXXXXXXXXXXXXXX XX 00000 SFD 7.750 7.483 $315.94 360 1-Oct-29 $43,974.28
5075506 XXXXXXX XX 00000 SFD 8.375 7.500 $1,915.76 360 1-Aug-29 $251,093.49
5075699 XXXXX XX 00000 SFD 8.000 7.500 $540.06 360 1-Oct-29 $73,400.45
5076030 XXXXX XX 00000 SFD 8.000 7.500 $540.06 360 1-Oct-29 $73,400.45
5076067 XXXXX XX 00000 SFD 8.000 7.500 $513.05 360 1-Oct-29 $69,730.45
5076074 XXXXX XX 00000 SFD 8.000 7.500 $488.69 360 1-Oct-29 $66,419.44
5076079 XXXXX XX 00000 SFD 8.000 7.500 $485.24 360 1-Oct-29 $65,950.72
5076352 XXXXXXX XXXXX XX 00000 SFD 8.000 7.500 $1,778.35 360 1-Sep-29 $241,536.00
5077145 XXX XXXX XXXXXX XX 00000 LCO 8.500 7.500 $522.09 360 1-Jul-29 $67,605.89
5077368 XXXXXXXX XX 00000 SFD 8.250 7.500 $323.43 360 1-Sep-29 $42,910.80
5077712 XXXXX-XX-XXX-XXXXX XX 00000 SFD 8.875 7.500 $883.96 360 1-Aug-29 $110,644.39
5077799 XXXXX XXXXXX XX 00000 SFD 8.375 7.500 $1,389.03 360 1-Jul-29 $181,938.04
5077858 NORTH XXXXXX XXXXX XX 00000 LCO 9.125 7.500 $384.44 360 1-Sep-29 $47,122.36
5079177 XXXXXX XX 00000 SFD 7.875 7.500 $805.56 360 1-Sep-29 $110,712.62
5079598 XXXXXXXX XXXX XX 00000 MF2 8.500 7.500 $427.91 360 1-Oct-29 $55,513.68
5079664 XXXXXXXXX XX 00000 MF2 8.250 7.500 $1,757.97 360 1-Oct-29 $233,396.93
5079953 XXXXXXXXXXXX XX 00000 SFD 8.750 7.500 $1,652.08 360 1-Sep-29 $209,386.98
5080531 XXXXXXXX XX 00000 SFD 9.250 7.500 $473.13 360 1-Sep-29 $57,358.57
5080629 XXXXXXX XX 00000 MF2 8.750 7.500 $1,073.06 360 1-Sep-29 $136,001.85
5080633 XXXXXXX XX 00000 SFD 8.750 7.500 $1,069.91 360 1-Sep-29 $135,603.04
5080634 XXXXXXX XX 00000 MF2 8.750 7.500 $1,066.77 360 1-Sep-29 $135,204.17
5080636 XXXXXXX XX 00000 MF2 8.750 7.500 $1,073.06 360 1-Sep-29 $136,001.84
5080639 XXXXX XXXX XX 00000 SFD 7.875 7.500 $1,393.23 360 1-Sep-29 $191,480.03
5080850 XXXXXXXX XX 00000 LCO 8.750 7.500 $1,353.13 360 1-Sep-29 $171,497.93
5080998 XXXXXXX XX 00000 SFD 8.375 7.500 $684.07 360 1-Oct-29 $89,753.80
5081008 XXXXXXXXXXXX XX 00000 SFD 8.750 7.500 $1,793.68 360 1-Sep-29 $227,333.46
5081504 XXXXXX XX 00000 SFD 8.875 7.500 $763.82 360 1-Sep-29 $95,726.89
5081885 XXXXXX XX 00000 LCT 8.625 7.500 $412.23 360 1-Aug-29 $52,808.85
5082065 XXXXXX XX 00000 SFD 8.250 7.500 $1,096.10 360 1-Aug-29 $145,332.10
5082278 XXXXXXXX XX 00000 SFD 8.375 7.500 $614.98 360 1-Sep-29 $80,654.98
5082280 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $1,115.90 360 1-Sep-29 $139,750.23
5083004 XXXXXX XX 00000 LCO 8.625 7.500 $933.35 360 1-Oct-29 $119,713.53
5083341 XXXXXXXX XXXX XX 00000 SFD 8.625 7.500 $886.69 360 1-Sep-29 $113,658.55
5083389 XXXXXXXXX XX 00000 SFD 9.000 7.500 $435.80 360 1-Sep-29 $54,011.84
5084001 XXXX XXXXX XX 00000 SFD 7.875 7.500 $4,189.81 360 1-May-29 $574,175.57
5084007 XXX XXXX XX 00000 SFD 8.500 7.500 $709.33 360 1-Sep-29 $90,979.55
5084071 XXXXXXXX XX 00000 SFD 8.875 7.500 $4,535.18 360 1-Sep-29 $568,378.41
5084742 XXXXXXXX XX 00000 SFD 8.375 7.500 $340.52 360 1-Sep-29 $44,658.78
5084885 XXXXXX XX 00000 SFD 9.125 7.500 $1,549.16 360 1-Sep-29 $189,885.60
5084891 XXXXXX XX 00000 SFD 8.875 7.500 $1,193.47 360 1-Sep-29 $149,573.26
5084905 XXXXXXXX XX 00000 LCO 9.375 7.500 $422.94 360 1-Sep-29 $50,595.04
5084908 XXXXXXXX XX 00000 LCO 9.375 7.500 $494.06 360 1-Sep-29 $59,202.05
5085041 XXXXXXX XX 00000 SFD 8.625 7.500 $821.35 360 1-Sep-29 $105,283.74
5086445 XXXXX XXXXX XX 00000 MF4 8.875 7.500 $508.42 360 1-Sep-29 $63,718.19
5086740 XXXXXXXXXX XX 00000 LCO 7.875 7.500 $493.05 360 1-Sep-29 $67,762.90
5087086 XXXXXXXX XXXXX XX 00000 MF2 8.750 7.500 $896.84 360 1-Oct-29 $113,734.75
5087542 XXXXX XX 00000 LCO 8.875 7.500 $2,058.74 360 1-Sep-29 $258,013.85
5087731 XXXXXXXXX XX 00000 SFD 9.250 7.500 $984.75 360 1-Oct-29 $119,448.87
5088006 XXXXXXXXX XX 00000 SFD 8.750 7.500 $694.27 360 1-Sep-29 $87,992.37
5088114 XXXXXX XXXXXX XX 00000 SFD 8.875 7.500 $1,456.99 360 1-Sep-29 $181,985.60
5088734 XXXXXXXXX XX 00000 SFD 9.125 7.500 $312.44 360 1-Oct-29 $38,317.30
5089553 XXXXXXXXXXXXXX XX 00000 SFD 9.250 7.500 $677.48 360 1-Sep-29 $82,133.19
5089566 XXX XXXXXXX XX 00000 MF3 8.750 7.500 $3,256.94 360 1-Nov-29 $412,924.17
5089616 XXX XXXXXXX XX 00000 MF3 8.875 7.500 $883.17 360 1-Sep-29 $110,649.65
5089777 XXXXXXX XX 00000 MF3 9.375 7.500 $1,950.79 360 1-Nov-29 $234,181.88
5090227 XXXXXXXXX XX 00000 SFD 8.625 7.500 $3,888.95 360 1-Sep-29 $497,776.98
5090397 XXXXXXXXX XX 00000 SFD 8.250 7.500 $1,202.03 360 1-Aug-29 $159,377.20
5090897 XXXXXXX XX 00000 SFD 8.500 7.500 $679.72 360 1-Sep-29 $88,016.78
5090938 XX XXXXX XX 00000 SFD 8.750 7.500 $462.58 360 1-Sep-29 $58,628.35
5091327 XXXXX XX 00000 MF2 9.375 7.500 $1,630.23 360 1-Oct-29 $195,566.57
5091902 XXXXX XX 00000 HCO 9.250 7.500 $484.97 360 1-Oct-29 $58,826.32
5092255 XXXXXXXX XX 00000 SFD 9.000 7.500 $743.71 360 1-Sep-29 $92,173.76
5092703 XXXXXXXX XXXXX XX 00000 LCO 8.500 7.500 $384.46 360 1-Oct-29 $49,877.54
5093529 XXXXXXXXXXXX XX 00000 MF2 9.000 7.500 $325.88 360 1-Oct-29 $40,410.48
5094822 XXXXXX XX 00000 SFD 8.375 7.500 $2,185.97 360 1-Oct-29 $286,877.43
5094957 XXXXXXX XX 00000 MF3 8.750 7.500 $838.63 360 1-Nov-29 $106,414.63
5095518 XXX XXXX XX 00000 LCO 8.875 7.500 $1,463.99 360 1-Oct-29 $183,582.77
5096122 XXX XXXXXXX XX 00000 SFD 8.750 7.500 $472.03 360 1-Sep-29 $59,824.81
5096132 XXXXXXXX XXXXXXX XX 00000 SFD 8.750 7.500 $1,214.27 360 1-Sep-29 $153,899.47
5096181 XXXXX XX 00000 SFD 9.000 7.500 $854.92 360 1-Oct-29 $106,015.20
5096205 XXXXXXXXX XX 00000 SFD 9.125 7.500 $455.23 360 1-Oct-29 $55,829.53
5096208 XXXXXXXXXXXX XX 00000 MF2 8.000 7.500 $660.39 360 1-Aug-29 $89,631.56
5096251 XXXXXXXX XX 00000 SFD 8.125 7.500 $2,227.49 360 1-Nov-29 $299,407.28
5096554 XXXXXXXX XX 00000 SFD 8.750 7.500 $531.03 360 1-Oct-29 $67,342.92
5096601 XXXX XXXXX XX 00000 MF3 9.125 7.500 $821.61 360 1-Oct-29 $100,762.57
5096816 XXXXXXXX XX 00000 MF2 8.750 7.500 $767.04 360 1-Oct-29 $97,273.13
5097802 XXXXXXXXX XX 00000 SFD 8.875 7.500 $190.95 360 1-Sep-29 $23,931.75
5097991 XXXXXX XXXX XX 00000 MF2 8.875 7.500 $168.28 360 1-Oct-29 $21,102.04
5097994 XXXXXX XXXX XX 00000 MF2 8.875 7.500 $207.66 360 1-Oct-29 $26,040.82
5098164 XXXXXX XX 00000 MF4 8.750 7.500 $870.10 360 1-Oct-29 $110,342.64
5098222 XXXXXXXX XX 00000 SFD 8.875 7.500 $445.57 360 1-Oct-29 $55,644.65
5098426 XXXXXXXXX XX 00000 SFD 7.625 7.358 $2,349.88 360 1-Jul-29 $330,082.96
5099216 XXXXXXXXXX XX 00000 MF4 9.375 7.500 $987.71 360 1-Nov-29 $118,568.66
5099230 XXXXXX XX 00000 SFD 8.625 7.500 $507.12 360 1-Oct-29 $65,044.36
5099282 XXXXXXX XXXX XX 00000 SFD 8.875 7.500 $588.78 360 1-Oct-29 $73,832.19
5099435 XXXXX XX 00000 LCO 9.875 7.500 $367.32 360 1-Oct-29 $42,222.15
5099483 XXXX XXXXXXXXXX XX 00000 LCO 9.500 7.500 $259.03 360 1-Oct-29 $30,642.85
5099614 XXXXXX XX 00000 SFD 8.625 7.500 $488.46 360 1-Oct-29 $62,650.06
5100233 XXXXXX XXXX XX 00000 SFD 8.500 7.500 $354.24 360 1-Nov-29 $45,985.67
5100328 XXXXXXXX XX 00000 SFD 8.875 7.500 $2,068.68 360 1-Nov-29 $259,559.47
5100484 XXX XXXXX XX 00000 SFD 8.250 7.500 $2,516.75 360 1-Sep-29 $333,917.10
5100691 XXXXXXXXX XXXXXXX XX 00000 SFD 8.750 7.500 $4,877.55 360 1-Nov-29 $614,873.13
5101069 XXXXX XX 00000 SFD 9.250 7.500 $1,579.54 360 1-Oct-29 $191,597.21
5101326 XXXXXXX XX 00000 SFD 7.750 7.483 $1,862.68 360 1-Mar-29 $257,914.89
5102063 XXXXXX XX 00000 SFD 8.875 7.500 $1,389.20 360 1-Oct-29 $174,204.08
5102144 XXXX XXXXX XX 00000 SFD 8.875 7.500 $397.83 360 1-Oct-29 $49,886.59
5104145 XXXX XX 00000 SFD 8.875 7.500 $1,656.30 360 1-Nov-29 $207,818.30
5104698 XXXXXXX XX 00000 LCO 8.875 7.500 $428.93 360 1-Jan-30 $53,879.78
5104879 XXXXXXXXXX XX 00000 SFD 8.375 7.500 $1,428.18 360 1-Dec-29 $187,665.60
5104924 XXXXXXX XX 00000 LCO 9.500 7.500 $261.09 360 1-Nov-29 $31,003.80
5105207 XXXXXXXX XX 00000 SFD 9.875 7.500 $336.06 360 1-Oct-29 $38,628.76
5105273 XXXXXXXXX XX 00000 MF3 9.125 7.500 $917.78 360 1-Oct-29 $112,557.12
5105413 XXXXXX XX 00000 LCO 8.500 7.500 $462.12 360 1-Nov-29 $59,989.99
5105548 XXXXXXXXXXXX XX 00000 SFD 9.250 7.500 $332.45 360 1-Oct-29 $40,325.20
5105571 XXXXXX XX 00000 LCO 8.625 7.500 $467.45 360 1-Nov-29 $59,992.79
5105583 XXXXXX XX 00000 LCO 8.500 7.500 $462.12 360 1-Nov-29 $59,989.99
5105587 XXXXXX XX 00000 LCO 8.625 7.500 $467.45 360 1-Nov-29 $59,992.79
5105767 XXXXX XXXXXX XX 00000 SFD 8.875 7.500 $496.48 360 1-Oct-29 $62,046.83
5105944 XXX XXXXX XX 00000 LCO 9.375 7.500 $1,505.47 360 1-Dec-29 $180,816.47
5106102 XXXXXXXXXX XX 00000 SFD 9.250 7.500 $662.26 360 1-Nov-29 $80,373.81
5106546 XXXXXXX XX 00000 SFD 8.125 7.500 $769.97 360 1-Oct-29 $103,425.90
5106582 XXXXXXX XX 00000 LCO 9.000 7.500 $1,432.23 360 1-Nov-29 $177,706.12
5106806 XXXXXXXXX XX 00000 LCO 8.750 7.500 $393.36 360 1-Nov-29 $49,913.03
5107077 XXXXXXXXX XX 00000 SFD 8.875 7.500 $1,304.06 360 1-Oct-29 $163,526.75
5107164 XXXXXX XXXX XX 00000 MF2 8.875 7.500 $229.15 360 1-Oct-29 $28,734.68
5107795 XXXXXXXXX XX 00000 MF4 9.000 7.500 $1,615.69 360 1-Nov-29 $200,266.96
5108432 XXXXXX XX 00000 SFD 8.875 7.500 $737.56 360 1-Nov-29 $92,472.38
5108743 XXXXX XX 00000 SFD 8.875 7.500 $285.64 360 1-Oct-29 $35,818.59
5109096 XXXXXXXXXXX XX 00000 COP 8.875 7.500 $636.52 360 1-Jan-30 $79,955.15
5109259 XXXXXXXXX XX 00000 MF4 7.875 7.500 $1,202.42 360 1-Oct-29 $164,667.39
5109306 XXXXXX XX 00000 HCO 8.750 7.500 $958.21 360 1-Nov-29 $121,588.21
5109462 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $776.61 360 1-Nov-29 $100,815.12
5109518 XXXXX XX 00000 SFD 8.375 7.500 $4,815.82 360 1-Nov-29 $632,410.27
5109528 XXXXXXXX XX 00000 SFD 8.750 7.500 $660.83 360 1-Nov-29 $83,752.85
5110385 XXXXX XXXXX XXXXX XX 00000 SFD 8.625 7.500 $1,045.35 360 1-Nov-29 $134,160.24
5110755 XXXXXXXXXXXX XX 00000 MF4 9.125 7.500 $937.31 360 1-Oct-29 $114,951.94
5111228 XXXXXX XXXXX XX 00000 SFD 8.750 7.500 $1,969.90 360 1-Dec-29 $250,110.81
5111690 XXXXXXXXX XX 00000 SFD 8.625 7.500 $1,099.02 360 1-Nov-29 $141,047.91
5112059 XXXXXXXXX XX 00000 HCO 8.750 7.500 $503.49 360 1-Dec-29 $63,926.09
5113497 XX XXXX XX 00000 SFD 9.125 7.500 $468.66 360 1-Nov-29 $57,507.32
5113815 XXXXX XX 00000 LCO 8.625 7.500 $485.35 360 1-Nov-29 $62,288.66
5114435 XXXX XXXXX XX 00000 SFD 8.875 7.500 $2,386.93 360 1-Nov-29 $299,491.72
5115093 XXXXXXXXXX XX 00000 SFD 9.000 7.500 $2,594.91 360 1-Dec-29 $322,146.36
5115211 XXXXXXXXX XX 00000 MF2 9.125 7.500 $578.50 360 1-Jan-30 $71,062.16
5115735 XXXXX XX 00000 MF3 9.625 7.500 $2,356.17 360 1-Oct-29 $276,660.96
5116218 XXXXXXX XX 00000 SFD 9.375 7.500 $419.21 360 1-Nov-29 $48,598.40
5116222 XXXXXXX XX 00000 SFD 9.375 7.500 $374.29 360 1-Nov-29 $44,931.28
5116870 XXXXXXXXXXXX XX 00000 SFD 8.875 7.500 $1,670.85 360 1-Oct-29 $209,523.85
5117358 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $858.11 360 1-Nov-29 $111,395.73
5117996 XXXXXXX XXXXX XX 00000 LCO 9.375 7.500 $623.82 360 1-Dec-29 $74,923.94
5118088 XXXXXXXXX XX 00000 SFD 8.875 7.500 $2,198.37 360 1-Dec-29 $275,989.05
5118153 XXXXXXXXXXX XX 00000 MF4 9.125 7.500 $937.31 360 1-Nov-29 $115,014.66
5118280 XXXXX XX 00000 MF2 9.375 7.500 $1,730.04 360 1-Nov-29 $207,682.41
5118646 XXXXX XX 00000 LCO 8.250 7.500 $408.69 360 1-Jan-30 $54,365.31
5118726 XXXXXXXXX XX 00000 MF4 9.125 7.500 $885.23 360 1-Dec-29 $108,683.76
5119446 XXXX XXXXX XX 00000 MF2 8.875 7.500 $572.87 360 1-Dec-29 $71,918.96
5119544 XXXXXXXXX XX 00000 MF4 9.000 7.500 $1,141.45 360 1-Nov-29 $141,627.80
5119823 XXXXXXXX XX 00000 SFD 8.375 7.500 $2,553.85 360 1-Dec-29 $335,080.83
5119836 XXXXXXXXX XX 00000 SFD 8.500 7.500 $842.73 360 1-Jan-30 $109,533.60
5120476 XXXXXXXXX XX 00000 LCT 8.750 7.500 $226.57 360 1-Jan-30 $28,783.43
5121082 XXXXX XX 00000 MF2 8.875 7.500 $1,814.08 360 1-Dec-29 $227,742.67
5121117 XXXXXXXXXX XX 00000 MF2 9.875 7.500 $1,814.85 360 1-Dec-29 $208,799.98
5121703 XXXXXX XX 00000 SFD 9.500 7.500 $695.39 360 1-Dec-29 $82,618.32
5122290 XXXXXXXXX XX 00000 SFD 8.125 7.500 $2,190.37 360 1-Dec-29 $291,784.10
5122587 XXXXXXXXX XX 00000 MF3 8.625 7.500 $696.90 360 1-Dec-29 $89,493.82
5122863 XXXX XXXXXXX XX 00000 COP 8.750 7.500 $393.36 360 1-Jan-30 $49,971.22
5122868 XXXXXXXXX XXXXX XX 00000 MF4 8.625 7.500 $1,802.14 360 1-Jan-30 $231,425.12
5122927 XXXXXXXXX XX 00000 SFD 7.750 7.483 $447.76 360 1-Jan-30 $62,455.89
5123503 XXXXXXXXXXXX XX 00000 MF2 9.250 7.500 $385.02 360 1-Dec-29 $46,751.27
5123571 XXXXXXX XX 00000 SFD 8.875 7.500 $317.47 360 1-Dec-29 $39,855.08
5123574 XXXXXXX XX 00000 SFD 8.875 7.500 $284.05 360 1-Dec-29 $35,659.81
5123900 XXXXXX XXXXXX XX 00000 LCO 8.500 7.500 $864.26 360 1-Dec-29 $112,263.33
5124054 XXXXXX XX 00000 MF4 9.000 7.500 $1,632.99 360 1-Dec-29 $202,719.81
5124056 XXXXXX XX 00000 MF4 9.000 7.500 $1,632.99 360 1-Dec-29 $202,721.61
5124746 XXXXXXX XX 00000 SFD 9.250 7.500 $681.18 360 1-Dec-29 $82,713.81
5124823 XXXXX XXXXXX XX 00000 COP 9.500 7.500 $329.28 360 1-Feb-30 $39,160.00
5124908 XXXX XXXXXX XX 00000 SFD 8.500 7.500 $467.50 360 1-Dec-29 $60,726.08
5125806 XXXXXXX XX 00000 SFD 8.500 7.500 $799.29 360 1-Dec-29 $103,823.61
5125956 XXXXXXXXXXXX XX 00000 SFD 8.875 7.500 $272.11 360 1-Dec-29 $34,161.52
5126037 XXXXXXXXXX XX 00000 MF4 9.625 7.500 $1,147.49 360 1-Dec-29 $134,870.12
5127139 XXXX XXXXX XX 00000 SFD 9.000 7.500 $423.64 360 1-Jan-30 $52,621.24
5127719 XXXXXXXX XXXXX XX 00000 HCT 9.000 7.500 $563.24 360 1-Jan-30 $69,961.76
5128180 XXXXXXXX XX 00000 SFD 8.875 7.500 $2,549.64 360 1-Jan-30 $320,270.35
5128444 XXXXXXX XX 00000 LCO 9.625 7.500 $218.03 360 1-Jan-30 $25,637.70
5128591 XXXXXXXXX XX 00000 SFD 8.875 7.500 $1,734.51 360 1-Jan-30 $217,877.78
5130441 XXXX XXXXXX XX 00000 SFD 8.750 7.500 $434.26 360 1-Dec-29 $55,136.25
5130450 XXXXXXX XX 00000 MF3 7.875 7.500 $2,755.27 360 1-Jan-30 $379,738.48
5130470 XXXXXXXXX XX 00000 SFD 8.625 7.500 $723.34 360 1-Dec-29 $92,889.80
5130629 XXXXX XX 00000 SFD 8.625 7.500 $349.23 360 1-Dec-29 $44,846.78
5131100 XXXXXXXXXX XX 00000 MF3 8.750 7.500 $1,019.57 360 1-Jan-30 $129,525.43
5131113 XXXXXX XX 00000 MF2 8.750 7.500 $1,118.69 360 1-Jan-30 $142,118.19
5131286 XXXXXXXXXXX XX 00000 SFD 8.875 7.500 $951.68 360 1-Jan-30 $119,542.94
5131729 XXX XXXXX XX 00000 SFD 7.875 7.500 $2,436.24 360 1-Jan-30 $335,768.76
5131760 LONG XXX XX 00000 LCO 8.750 7.500 $843.74 360 1-Jan-30 $107,188.29
5132033 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $560.13 360 1-Jan-30 $70,360.54
5132103 XXXXXXXXX XX 00000 MF4 9.000 7.500 $2,194.21 360 1-Dec-29 $272,400.96
5132500 XXXX XXXXX XX 00000 SFD 8.500 7.500 $2,996.46 360 1-Dec-29 $389,226.16
5133013 XXXXXX XX 00000 SFD 8.625 7.500 $760.29 360 1-Feb-30 $97,750.00
5133387 XXXX XXXXXX XX 00000 SFD 8.750 7.500 $462.58 360 1-Jan-30 $58,766.17
5133528 XXXX XXXXXX XX 00000 SFD 8.500 7.500 $2,091.44 360 1-Jan-30 $271,835.23
0000000 XXXXXXXXX XX 00000 SFD 9.000 7.500 $704.04 360 1-Jan-30 $87,452.21
5134197 XXXXXXXXXX XX 00000 MF4 9.500 7.500 $1,014.50 360 1-Jan-30 $120,590.65
5134334 XXXXXXXXX XX 00000 LCO 9.000 7.500 $333.12 360 1-Jan-30 $41,377.38
5134471 XXXXXXXX XX 00000 MF4 10.000 7.500 $2,294.68 360 1-Jan-30 $261,364.32
5134636 XXXXXX XXXXXX XX 00000 MF2 9.250 7.500 $691.05 360 1-Feb-30 $84,000.00
5136434 XXXXXXX XX 00000 SFD 8.500 7.500 $1,261.02 360 1-Feb-30 $164,000.00
5136462 XXXXX XX 00000 LCO 9.250 7.500 $1,180.96 360 1-Jan-30 $143,475.57
5136495 XXXXXXXXXX XX 00000 LCO 8.750 7.500 $502.71 360 1-Jan-30 $63,863.23
5137560 NORTH XXXXX XX 00000 LCO 9.000 7.500 $470.71 360 1-Jan-30 $58,468.04
5138220 XXXX XX 00000 SFD 8.750 7.500 $1,047.10 360 1-Jan-30 $133,023.42
5138380 XXXXXXX XX 00000 SFD 8.750 7.500 $608.91 360 1-Jan-30 $77,355.47
5138778 XXXXX XXXXX XX 00000 LCO 9.000 7.500 $1,025.09 360 1-Feb-30 $127,400.00
5139587 XXXXXXX XX 00000 MF3 9.000 7.500 $724.17 360 1-Jan-30 $89,950.83
5140932 XXXXXX XX 00000 SFD 9.000 7.500 $498.95 360 1-Jan-30 $61,976.13
5141475 XXXXX XXXXX XX 00000 LCO 9.125 7.500 $569.55 360 1-Feb-30 $70,000.00
5142565 XXXXXXXX XX 00000 LCO 8.875 7.500 $373.16 360 1-Feb-30 $46,900.00
5143215 XXXXXXX XX 00000 MF2 9.125 7.500 $457.26 360 1-Feb-30 $56,200.00
5143523 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $692.22 360 1-Feb-30 $87,000.00
5143942 XXXXXX XXXXXX XX 00000 SFD 9.250 7.500 $490.32 360 1-Feb-30 $59,600.00
5145919 XXXXXXXX XX 00000 MF4 8.500 7.500 $1,660.85 360 1-Jan-30 $215,869.15
5146067 XXXXXX XX 00000 MF4 9.375 7.500 $686.20 360 1-Feb-30 $82,500.00
5146276 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $1,531.62 360 1-Feb-30 $192,500.00
5146408 XXXXXXX XX 00000 SFD 9.375 7.500 $494.90 360 1-Feb-30 $59,500.00
5147735 XXXXXXX XX 00000 SFD 8.875 7.500 $891.13 360 1-Feb-30 $112,000.00
5148303 XXXXXXX XX 00000 SFD 8.375 7.500 $3,040.29 360 1-Aug-29 $398,464.47
5149511 XX XXXXX XX 00000 MF2 8.500 7.500 $306.80 360 1-Dec-29 $39,750.77
5149618 XXXXXXXX XX 00000 MF3 7.750 7.483 $1,695.75 360 1-Feb-30 $206,700.00
5149700 XXXXXXXXX XX 00000 MF4 8.750 7.500 $1,911.69 360 1-Feb-30 $243,000.00
5150179 XXXXX XX 00000 LCO 9.125 7.500 $400.71 360 1-Feb-30 $49,250.00
5155905 XXXXXXXX XX 00000 MF2 9.125 7.500 $1,431.99 360 1-Feb-30 $176,000.00
6789634 XXXXXXXX XXXXXXX XX 00000 SFD 8.250 7.500 $1,171.98 360 1-May-28 $153,437.63
6858884 XX XXXXXXXX XX 00000 PUD 7.500 7.233 $1,629.87 360 1-Apr-29 $231,295.31
6904465 XXXXXX XXXX XX 00000 LCO 8.500 7.500 $909.66 360 1-Sep-29 $117,175.49
6905819 XXXXX XXXXXX XX 00000 SFD 7.375 7.108 $2,590.03 360 1-May-29 $372,367.86
6939206 OSSINING XX 00000 MF2 8.875 7.500 $1,670.85 360 1-Aug-29 $209,280.45
6947622 XXXXXXXX XX 00000 SFD 8.000 7.500 $2,875.44 360 1-Apr-29 $389,165.32
6957066 XXXXXXX XX 00000 HCO 7.500 7.233 $1,793.49 360 1-Mar-29 $254,339.32
6977945 XXXXXXX XX 00000 SFD 7.500 7.233 $1,755.03 360 1-Jun-29 $249,476.76
7001352 XXXXXXXX XX 00000 SFD 7.625 7.358 $3,051.44 360 1-Mar-29 $427,576.49
7073059 XXXXXXX XX 00000 SFD 8.125 7.500 $556.87 360 1-Jan-29 $74,335.69
7084473 XXXXXXXX XX 00000 SFD 8.125 7.500 $1,013.51 360 1-Dec-28 $134,227.41
7105925 XXXXXX XXXX XX 00000 SFD 8.125 7.500 $415.20 360 1-Mar-29 $55,503.77
7146801 XXXXXXXX XXXX XX 00000 SFD 7.500 7.233 $1,538.27 360 1-Mar-29 $218,146.83
7151870 XXXXXXXX XX 00000 SFD 8.000 7.500 $914.27 360 1-Feb-29 $123,559.12
7154073 XXXXXXXXXXX XX 00000 MF4 7.875 7.500 $1,566.15 360 1-Nov-28 $213,664.84
7164059 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $742.50 360 1-Oct-29 $99,735.66
7191182 XXXXXXX XX 00000 MF4 7.750 7.483 $1,510.91 360 1-May-29 $209,525.23
7195180 XXXX XX 00000 PUD 8.000 7.500 $1,165.43 360 1-Jan-29 $157,191.67
7212176 XXXXXXXXXXX XX 00000 LCO 7.625 7.358 $1,327.11 360 1-Jan-29 $185,666.99
7213995 XXXXXXXXXX XX 00000 SFD 7.250 6.983 $1,017.81 360 1-Feb-29 $147,755.91
7229157 XXX XXXX XX 00000 SFD 8.875 7.500 $1,392.38 360 1-Dec-29 $174,803.06
7230842 XXXXXX XX 00000 SFD 8.125 7.500 $885.15 360 1-Jan-29 $118,157.06
7282074 XXXXXXX XX 00000 SFD 7.125 6.858 $1,349.46 360 1-Nov-28 $197,794.83
7290090 XXXXXX XX 00000 SFD 7.750 7.483 $2,435.80 360 1-Jun-29 $338,036.28
7293752 XXXXXX XXXXX XX 00000 SFD 8.875 7.500 $1,968.03 360 1-Oct-29 $246,789.13
7316937 XXXXX XXXX XX 00000 SFD 7.750 7.483 $2,412.88 360 1-Jan-29 $333,215.27
7317535 XXXXXXXX XX 00000 SFD 7.250 6.983 $681.49 360 1-Dec-28 $98,765.11
7330947 XXXXXXXX XXXX XX 00000 SFD 7.875 7.500 $900.25 360 1-Dec-28 $122,911.11
7339392 XXXXXX XX 00000 SFD 7.000 6.733 $942.73 360 1-Nov-28 $139,837.70
7350835 XXXXXXXXX XX 00000 SFD 8.250 7.500 $968.48 360 1-Dec-28 $127,666.82
7355578 XXXXXXXXX XX 00000 SFD 7.500 7.233 $1,264.91 360 1-Dec-28 $178,947.14
7361566 XXXXXX XXXX XX 00000 SFD 7.500 7.233 $908.84 360 1-Nov-28 $128,443.54
7361886 XXXXXXX XX 00000 LCO 6.625 6.358 $397.51 360 1-Jan-29 $61,323.71
7371709 XXXXX XXXXXX XX 00000 PUD 6.875 6.608 $2,046.99 360 1-May-29 $309,189.25
7372017 XXXXXXXX XX 00000 MF2 7.375 7.108 $2,831.77 360 1-Mar-29 $406,460.80
7372656 XXXXXX XX 00000 LCO 8.375 7.500 $1,596.15 360 1-Oct-29 $209,472.41
7372671 XXXXXX XX 00000 LCO 8.375 7.500 $1,330.13 360 1-Oct-29 $174,560.32
7372682 XXXXXX XX 00000 LCO 8.375 7.500 $1,207.75 360 1-Oct-29 $158,500.81
7372697 XXXXXX XX 00000 LCO 8.375 7.500 $1,303.52 360 1-Oct-29 $171,069.14
7383231 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $711.75 360 1-Dec-28 $96,048.28
7385525 XXXXXX XXXXX XX 00000 SFD 8.500 7.500 $1,494.77 360 1-Nov-29 $193,993.57
7387684 XXXXXXX XX 00000 PUD 8.000 7.500 $1,224.21 360 1-Dec-28 $165,203.06
7405999 XXXXXXXX XX 00000 SFD 8.125 7.500 $1,265.96 360 1-May-29 $169,468.59
7409290 XXXX XXXXXX XX 00000 SFD 7.875 7.500 $1,111.17 360 1-Jan-29 $151,303.87
7416361 XXXXX XX 00000 SFD 8.875 7.500 $2,150.31 360 1-Aug-29 $269,333.96
7427648 XXXXXXX XX 00000 HCO 8.875 7.500 $1,193.47 360 1-Dec-29 $149,831.18
7427992 XXXXXXXX XX 00000 SFD 8.250 7.500 $1,121.64 360 1-Jan-29 $146,978.49
7434508 XXXX XX 00000 SFD 8.000 7.500 $975.10 360 1-Dec-28 $131,575.09
7437655 XXXXXXX XX 00000 SFD 9.125 7.500 $682.64 360 1-Aug-29 $82,805.67
7446983 XXXXX XX 00000 SFD 8.250 7.500 $1,460.46 360 1-May-29 $189,627.05
7458596 XXXXXXXX XX 00000 SFD 7.875 7.500 $717.09 360 1-Jan-29 $97,979.54
7460706 XXXXX XX 00000 SFD 8.375 7.500 $843.68 360 1-Jan-29 $109,682.81
7467530 XXXXXX XX 00000 SFD 7.500 7.233 $1,268.72 360 1-Feb-29 $179,777.38
7468623 XXXXXXX XX 00000 LCO 9.500 7.500 $1,048.69 360 1-Oct-29 $124,468.68
7476466 XXXXXXX XX 00000 SFD 8.125 7.500 $705.37 360 1-Aug-29 $94,417.38
7477344 XXX XXXXXXXXX XX 00000 SFD 8.000 7.500 $669.05 360 1-Dec-28 $90,285.32
7479781 XXXXXXXX XX 00000 SFD 8.000 7.500 $454.81 360 1-Feb-29 $61,465.21
7481702 XXXXXXX XX 00000 HCO 7.750 7.483 $630.44 360 1-Apr-29 $87,360.56
7485658 XXXXXXXXX XX 00000 SFD 7.500 7.233 $267.45 360 1-Feb-29 $37,519.25
7493086 XXXXXXXXXXX XX 00000 SFD 6.500 6.233 $632.07 360 1-Apr-29 $99,073.60
7499042 XXXXXXXXX XX 00000 SFD 8.250 7.500 $2,306.39 360 1-Apr-29 $304,628.64
7499264 XXXXXXXXXX XX 00000 SFD 7.750 7.483 $995.81 360 1-May-29 $138,093.93
7500531 XXXXXX XX 00000 SFD 8.375 7.500 $836.08 360 1-Jul-29 $109,511.26
7502624 XXXXXXXX XX 00000 SFD 8.500 7.500 $2,114.51 360 1-Apr-29 $273,279.92
7509548 XXXXXXXX XX 00000 MF3 7.750 7.483 $1,191.04 360 1-Mar-29 $158,671.88
7514431 XXXXXXXX XX 00000 SFD 6.875 6.608 $1,653.49 360 1-Jun-29 $249,974.01
7527947 XXXXXXXXXXX XX 00000 SFD 8.375 7.500 $1,740.57 360 1-Nov-29 $228,560.03
7529408 XXXXXX XX 00000 SFD 8.000 7.500 $341.20 360 1-Feb-29 $46,111.56
7533862 XXXXXX XX 00000 SFD 8.250 7.500 $574.72 360 1-Mar-29 $75,851.37
7534433 XXX XXXXXX XX 00000 MF2 7.750 7.483 $424.26 360 1-Feb-29 $58,700.23
7535244 XXXXXXXX XX 00000 MF2 8.750 7.500 $290.29 360 1-Mar-29 $36,657.80
7536996 XXXXXXXXX XX 00000 SFD 7.875 7.500 $3,367.95 360 1-Feb-29 $460,522.44
7539780 XXXXXXXXX XX 00000 LCO 7.250 6.983 $351.32 360 1-Mar-29 $51,044.50
7545707 XXXXXXXXX XXXX XX 00000 SFD 9.125 7.500 $358.00 360 1-Aug-29 $43,856.81
7548370 XXXXXXXXXXX XX 00000 MF4 8.000 7.500 $780.73 360 1-Jun-29 $105,815.32
7548383 XXXXXXXXXXX XX 00000 MF4 8.000 7.500 $792.47 360 1-Jun-29 $107,406.53
7551324 XXXX XXXXX XX 00000 MF4 7.500 7.233 $908.98 360 1-Mar-29 $128,809.07
7552573 XXXXX XXXXXX XX 00000 SFD 7.875 7.500 $1,324.70 360 1-Feb-29 $180,910.91
7553380 XXXX XXXXXX XX 00000 SFD 7.375 7.108 $414.41 360 1-Mar-29 $59,482.02
7557508 XXXX XXXXXXX XX 00000 SFD 7.750 7.483 $1,309.24 360 1-May-29 $181,558.75
7561690 VENETIA PA 15367 LCO 7.500 7.233 $500.29 360 1-Mar-29 $70,926.91
7563782 XXXXXXXX XX 00000 SFD 7.875 7.500 $1,177.51 360 1-Apr-29 $161,248.82
7564169 INDIAN XXXXX XX 00000 SFD 7.250 6.983 $2,046.53 360 1-Apr-29 $297,595.03
7564964 XXXXXX XX 00000 SFD 7.500 7.233 $1,873.89 360 1-Mar-29 $265,740.34
7565404 XXXXXXX XXXXX XX 00000 PUD 7.500 7.233 $2,517.17 360 1-Mar-29 $356,967.55
7565789 KOLOA HI 96756 LCO 7.500 7.233 $3,539.77 360 1-Sep-29 $499,655.19
7569508 XXXXXXXX XX 00000 MF3 7.875 7.500 $605.43 360 1-Feb-29 $82,785.02
7570664 XXXXXXXXX XX 00000 SFD 8.250 7.500 $194.57 360 1-Mar-29 $25,649.32
7571965 XXXXXX XX 00000 SFD 7.875 7.500 $1,908.38 360 1-Mar-29 $260,725.52
7573361 XXXXX XXXXXXXX XX 00000 SFD 8.750 7.500 $615.20 360 1-Apr-29 $77,733.99
7575633 XXXXXXX XX 00000 MF2 8.000 7.500 $389.63 360 1-Feb-29 $52,415.07
7577384 XXXXXX XX 00000 SFD 8.250 7.500 $378.64 360 1-May-29 $50,102.66
7577561 XXXXXXXX XX 00000 SFD 7.750 7.483 $462.09 360 1-Feb-29 $63,933.83
7579746 XXXXXX XX 00000 SFD 7.625 7.358 $1,976.16 360 1-Mar-29 $276,905.18
7581079 XXXXXXXXX XX 00000 SFD 8.000 7.500 $807.14 360 1-Jun-29 $109,395.59
7581708 XXXXXX XX 00000 SFD 8.375 7.500 $629.34 360 1-Jun-29 $82,345.50
7583176 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $858.48 360 1-Apr-29 $117,560.72
7584330 XXXX XX 00000 SFD 7.750 7.483 $2,829.83 360 1-Mar-29 $391,832.35
7585325 XXX XXXXXXXXXX XX 00000 SFD 8.750 7.500 $424.75 360 1-Mar-29 $53,636.55
7585835 XXXXXXXX XX 00000 SFD 8.125 7.500 $2,479.94 360 1-Feb-29 $331,278.35
7587566 XXXX XXXXXXX XX 00000 SFD 8.125 7.500 $868.05 360 1-Apr-29 $116,109.82
7589307 XXXXXXX XX 00000 SFD 7.125 6.858 $4,042.31 360 1-Mar-29 $594,562.58
7592226 XXXXXXXXXXXX XX 00000 SFD 7.750 7.483 $1,955.30 360 1-Mar-29 $270,741.33
7592843 XXXXXXXX XX 00000 SFD 7.500 7.233 $3,146.47 360 1-Apr-29 $446,564.78
7592901 XXXXXXXXXX XX 00000 SFD 7.750 7.483 $295.52 360 1-Mar-29 $40,904.33
7593030 XXXXXXX XX 00000 SFD 9.000 7.500 $965.55 360 1-Nov-29 $119,763.27
7599307 XX XXXXX XX 00000 SFD 8.000 7.500 $2,017.46 360 1-Sep-29 $274,011.18
7600360 XXXXXXX XX 00000 SFD 7.750 7.483 $438.44 360 1-Apr-29 $60,755.33
7600727 XXXXXXXXXX XX 00000 SFD 7.375 7.108 $2,590.03 360 1-Mar-29 $371,545.77
7600972 XXXXXXXXXX XX 00000 MF3 8.625 7.500 $784.01 360 1-Apr-29 $100,185.28
7601616 XXXXX XXXX XX 00000 MF3 8.500 7.500 $574.38 360 1-Mar-29 $74,184.19
7602368 XXXXXXX XX 00000 MF2 8.000 7.500 $257.18 360 1-Mar-29 $34,780.12
7604900 XXXXX XXXXXXX XX 00000 SFD 7.875 7.500 $526.40 360 1-Mar-29 $72,032.03
7606802 XXXXXXX XX 00000 SFD 7.750 7.483 $260.77 360 1-Mar-29 $36,108.14
7608294 XXXXXX XX 00000 SFD 8.000 7.500 $1,088.17 360 1-Mar-29 $147,168.24
7610211 XXXXXXXXXXXXX XX 00000 SFD 7.875 7.500 $899.09 360 1-Mar-29 $123,029.85
7613164 XXXXXX XX 00000 SFD 7.500 7.233 $527.91 360 1-Apr-29 $74,782.06
7613247 XXXXXXX XX 00000 LCO 8.500 7.500 $623.34 360 1-Oct-29 $80,868.44
7614961 XXXXXXXXX XX 00000 SFD 8.375 7.500 $319.23 360 1-Apr-29 $41,730.59
7617261 XXXXXXXXXX XXXXX XX 00000 SFD 7.750 7.483 $1,275.21 360 1-May-29 $176,839.70
7617300 XXXXXX-XXXX XX 00000 LCO 8.125 7.500 $995.69 360 1-Apr-29 $133,195.57
7622331 XXXXXXXX XX 00000 LCO 8.750 7.500 $891.57 360 1-Apr-29 $112,656.12
7623659 XXXXXXX XX 00000 SFD 7.875 7.500 $543.80 360 1-Jul-29 $74,631.52
7624904 XXXXXX XXXX XX 00000 MF2 8.375 7.500 $684.06 360 1-Apr-29 $89,422.75
7625402 XXXXXXX XX 00000 SFD 8.375 7.500 $229.16 360 1-Mar-29 $29,936.53
7625712 XXXXXX XX 00000 SFD 8.125 7.500 $378.23 360 1-Apr-29 $50,596.41
7626066 FT XXXXX XX 00000 SFD 8.875 7.500 $1,016.75 360 1-Sep-29 $127,225.73
7626905 XXXXX XXXXXXX XX 00000 SFD 8.625 7.500 $2,326.95 360 1-Aug-29 $298,095.99
7631685 WYCKOFF NJ 07481 SFD 7.750 7.483 $4,569.85 360 1-Sep-29 $635,599.69
7631744 XXXXXXX XX 00000 MF2 8.375 7.500 $266.03 360 1-Apr-29 $34,718.35
7633098 XXXXXXXXXXX XX 00000 MF2 8.500 7.500 $1,653.16 360 1-Apr-29 $211,165.17
7634254 XXXXXXXXXXX XX 00000 SFD 7.750 7.483 $555.94 360 1-May-29 $76,891.19
7637658 XXXXXXX XX 00000 SFD 8.000 7.500 $1,153.84 360 1-Apr-29 $156,162.70
7638840 XXXXXX XX 00000 SFD 8.500 7.500 $1,922.28 360 1-Dec-29 $248,536.50
7639030 XXXXXXXXX XX 00000 SFD 8.500 7.500 $588.22 360 1-Mar-29 $75,803.98
7639822 XXXXXXXX XX 00000 SFD 8.375 7.500 $1,725.36 360 1-Aug-29 $225,984.32
7640531 XXXXXXXXXX XX 00000 MF3 8.000 7.500 $452.00 360 1-May-29 $61,217.92
7643436 XXXXXX XX 00000 LCO 7.375 7.108 $990.93 360 1-Apr-29 $142,349.56
7643740 XXXXXXXXXX XX 00000 MF2 8.750 7.500 $389.42 360 1-Sep-29 $49,355.50
7643748 XXXXXXXXXX XX 00000 MF2 8.750 7.500 $389.42 360 1-Sep-29 $49,355.50
7643753 XXXXXXXXX XX 00000 MF2 8.750 7.500 $403.58 360 1-Sep-29 $51,150.24
7643928 XXXXXXXX XX 00000 SFD 7.875 7.500 $251.24 360 1-Apr-29 $34,194.01
7647803 XXXXXXXX XXXX XX 00000 MF2 8.750 7.500 $346.15 360 1-Apr-29 $43,732.63
7649500 XXXXXX XX 00000 SFD 8.750 7.500 $3,146.80 360 1-Nov-29 $399,304.56
7651183 XXXXX XXXXXXX XX 00000 SFD 8.000 7.500 $510.70 360 1-May-29 $68,641.11
7653298 XXXXXX XX 00000 SFD 8.250 7.500 $2,563.70 360 1-Apr-29 $339,005.35
7660232 XXX XXXXXX XX 00000 SFD 8.500 7.500 $2,126.05 360 1-Apr-29 $274,770.51
7661804 XXXXXX XX 00000 MF4 8.500 7.500 $1,049.95 360 1-Apr-29 $135,695.91
7663092 XXXXX XXXXXX XX 00000 MF3 7.875 7.500 $704.77 360 1-May-29 $96,581.90
7663260 XXXXXXXX XX 00000 SFD 8.375 7.500 $1,486.13 360 1-Sep-29 $194,386.89
7663324 XXXX XXXXXXX XX 00000 SFD 8.625 7.500 $885.51 360 1-May-29 $113,227.40
7665105 XXXXXXX XX 00000 MF2 7.750 7.483 $722.14 360 1-Jun-29 $100,217.84
7667603 XXXXXXXX XX 00000 SFD 7.500 7.233 $2,594.04 360 1-Apr-29 $368,025.43
7667713 XXXX XX 00000 SFD 7.625 7.358 $492.62 360 1-Apr-29 $69,081.66
7671174 XXX XXXXXXX XX 00000 MF2 8.750 7.500 $272.59 360 1-Jun-29 $34,486.41
7671395 XXX XXXXX XX 00000 SFD 9.250 7.500 $643.33 360 1-Aug-29 $77,952.03
7673265 XXXXXXX XXXXXXXX XX 00000 SFD 8.000 7.500 $566.47 360 1-Apr-29 $76,666.14
7674304 XXXXXXX XX 00000 SFD 8.375 7.500 $345.83 360 1-May-29 $45,238.27
7674347 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $1,763.37 360 1-Sep-29 $242,352.09
7674506 XXXXXXXXXXX XX 00000 SFD 8.375 7.500 $798.08 360 1-May-29 $104,367.47
0000000 XXXXXXXX XX 00000 SFD 8.375 7.500 $493.67 360 1-Sep-29 $64,739.69
7676470 XXXXXXXXX XX 00000 SFD 7.750 7.483 $1,392.19 360 1-Sep-29 $193,633.31
7678200 XXXXX XXXXXX XX 00000 SFD 7.750 7.483 $2,204.40 360 1-Dec-29 $307,264.26
7678377 XXXX XXXX XXXX XX 00000 LCO 8.500 7.500 $615.32 360 1-Jul-29 $79,678.37
7679310 XXXXXXXX XX 00000 SFD 7.875 7.500 $375.59 360 1-Jun-29 $51,508.14
7683680 XXXXXXXX XX 00000 SFD 8.375 7.500 $1,710.16 360 1-Oct-29 $224,217.41
7685372 XXXXXXXXXXX XX 00000 SFD 8.125 7.500 $1,123.40 360 1-Dec-29 $150,965.17
7689803 XXXXXXXX XX 00000 SFD 8.625 7.500 $353.89 360 1-May-29 $45,251.20
7690278 XXXXXXXXX XX 00000 SFD 8.500 7.500 $2,280.87 360 1-Oct-29 $295,305.65
7691049 XXXXX XXXXXX XX 00000 SFD 8.000 7.500 $2,757.12 360 1-Jan-30 $375,497.88
0000000 XXXXXXX CA 94510 SFD 8.250 7.500 $2,691.94 360 1-Nov-29 $357,629.81
7692755 XXXXXXXXX XX 00000 SFD 7.500 7.233 $1,288.65 360 1-Jul-29 $183,324.44
7694094 XXXXXXX XX 00000 MF2 8.375 7.500 $476.95 360 1-May-29 $62,386.31
7694462 XXXXXX XX 00000 SFD 8.125 7.500 $647.48 360 1-Jun-29 $86,735.70
7696380 XXXX XXXX XXXX XX 00000 SFD 7.750 7.483 $902.68 360 1-Jun-29 $125,272.28
7697497 XXXXXX XX 00000 SFD 8.375 7.500 $380.04 360 1-Apr-29 $49,679.23
7702984 XXXXXXXXX XX 00000 SFD 8.375 7.500 $680.72 360 1-Sep-29 $89,277.75
7706314 XXXXXXXXX XX 00000 SFD 8.500 7.500 $387.84 360 1-Jul-29 $50,016.96
7708254 XXXXXXXXXX XX 00000 SFD 7.875 7.500 $1,698.45 360 1-Sep-29 $233,429.30
7709096 XXXXXX XX 00000 SFD 8.250 7.500 $604.77 360 1-May-29 $80,025.10
7709822 XXXX XXXX XXXX XX 00000 SFD 7.625 7.358 $1,613.42 360 1-Aug-29 $226,944.21
7710404 XXXXXXXXX XX 00000 LCO 8.250 7.500 $845.17 360 1-Jun-29 $111,912.14
7711492 XXXX XX 00000 SFD 8.250 7.500 $866.81 360 1-Sep-29 $115,007.04
7711607 XXXXXX XX 00000 LCO 7.875 7.500 $598.18 360 1-Jun-29 $81,431.30
7714045 XXXXXXXXX XX 00000 MF2 7.750 7.483 $780.89 360 1-Jul-29 $108,450.93
7716565 XXXXX XX 00000 SFD 7.500 7.233 $1,451.43 360 1-Jun-29 $206,226.98
7716751 XXXXX XXXX XX 00000 SFD 7.625 7.358 $1,842.39 360 1-Jun-29 $258,758.86
7717359 XXXXXXXX XXXXX XX 00000 SFD 7.500 7.233 $3,496.07 360 1-Jun-29 $489,788.48
7717419 XXXXXXX XX 00000 LCO 8.250 7.500 $710.51 360 1-Aug-29 $94,206.88
7719297 XXXXXX XX 00000 SFD 8.750 7.500 $881.10 360 1-Jan-30 $111,835.57
7721356 XX XXXX XX 00000 SFD 8.375 7.500 $1,368.13 360 1-Jan-30 $179,888.12
7724103 XXXXXXXXX XX 00000 SFD 8.250 7.500 $155.51 360 1-May-29 $20,577.90
0000000 XX XXXXX XX 00000 SFD 7.000 6.733 $826.04 360 1-May-29 $123,222.38
7726709 XXXXXXXXX XX 00000 SFD 8.875 7.500 $2,049.58 360 1-Sep-29 $256,867.18
7726912 XXXXX XX 00000 MF3 9.125 7.500 $406.41 360 1-Aug-29 $49,784.75
7729010 XXXXXXX XX 00000 SFD 7.500 7.233 $675.44 360 1-May-29 $95,938.42
7729101 CLEAR XXXX XX 00000 SFD 7.750 7.483 $653.22 360 1-Jun-29 $90,653.43
7730194 XXXXXXXXXX XX 00000 SFD 7.625 7.358 $2,972.73 360 1-May-29 $417,193.61
7730750 XXXXXXX XX 00000 PUD 8.500 7.500 $397.94 360 1-May-29 $51,462.67
7731110 XXXXXXX XX 00000 PUD 7.625 7.358 $928.63 360 1-Jul-29 $130,522.45
7731753 XXXXXXXXX XX 00000 MF3 8.250 7.500 $559.69 360 1-Aug-29 $74,210.04
7731787 XXXXXXXXX XX 00000 SFD 8.250 7.500 $746.01 360 1-Aug-29 $98,913.47
7734367 XXXXXXX XX 00000 SFD 8.250 7.500 $504.85 360 1-Jun-29 $66,848.84
7736715 PERTH XXXXX XX 00000 MF3 8.750 7.500 $409.08 360 1-Aug-29 $51,817.22
7736874 XXXXXX XX 00000 MF2 7.875 7.500 $1,123.86 360 1-Jun-29 $154,126.76
7737122 XXXXXX XX 00000 SFD 7.625 7.358 $1,848.76 360 1-Jul-29 $259,851.16
7739261 XXXXXX XX 00000 SFD 8.750 7.500 $228.93 360 1-Aug-29 $28,822.78
7741793 XXXXXX XX 00000 SFD 8.875 7.500 $2,088.57 360 1-Jun-29 $261,291.76
7743584 XXXXX XXXXXX XX 00000 SFD 8.375 7.500 $340.51 360 1-Jul-29 $43,986.14
7744175 XXXXXXXXXXXX XX 00000 SFD 8.000 7.500 $525.38 360 1-Jul-29 $71,256.87
7744915 XXXXXXXX XX 00000 MF2 8.000 7.500 $462.27 360 1-Jun-29 $62,653.84
7745022 XXXXX XXXXXX XX 00000 SFD 7.625 7.358 $3,114.29 360 1-Jul-29 $437,727.84
7745705 XX XXXXX XX 00000 LCO 7.750 7.483 $517.72 360 1-Jun-29 $71,820.22
7746341 XXXX XXXX XXXXX XX 00000 LCO 8.375 7.500 $310.11 360 1-Jun-29 $40,592.08
7747298 XXXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $580.14 360 1-May-29 $86,541.53
7748332 XXXXXXXX XX 00000 SFD 8.250 7.500 $385.40 360 1-Sep-29 $51,134.18
7749134 XXXXX XXXXX XX 00000 SFD 8.250 7.500 $904.98 360 1-Jul-29 $119,911.06
7749398 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $357.32 360 1-Sep-29 $44,782.25
7751717 XXXXXXXXX XX 00000 SFD 8.500 7.500 $1,999.18 360 1-Oct-29 $259,360.74
7752427 XXXXXXX XX 00000 SFD 7.875 7.500 $1,856.18 360 1-May-29 $254,372.12
7753225 XXXXXXX XXXX XX 00000 SFD 7.500 7.233 $2,150.08 360 1-Jun-29 $305,633.92
7753742 XXXXXXXXXXXX XX 00000 SFD 9.000 7.500 $1,057.61 360 1-Sep-29 $131,077.61
7754899 DEFIANCE OH 43512 SFD 7.125 6.858 $633.25 360 1-Jul-29 $93,456.98
7755897 XXXXXXXXXX XX 00000 SFD 8.250 7.500 $2,283.85 360 1-Jul-29 $302,614.73
7756029 XXX XXXX XX 00000 SFD 8.750 7.500 $3,496.88 360 1-Aug-29 $442,937.36
7756418 XXX XXXXXXXXX XX 00000 SFD 8.375 7.500 $896.89 360 1-Aug-29 $117,552.16
7758972 XXXX XXXXX XX 00000 SFD 8.875 7.500 $544.22 360 1-Jun-29 $68,085.19
7759506 NORTH XXXXX XX 00000 SFD 8.000 7.500 $896.81 360 1-Aug-29 $121,690.20
7759556 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $204.72 360 1-Jun-29 $27,746.71
7761886 XXXXXX XXXXXXXXX XX 00000 SFD 8.375 7.500 $2,132.67 360 1-Sep-29 $279,703.74
7761940 XXXXXXX XX 00000 SFD 7.875 7.500 $2,117.20 360 1-Nov-29 $291,291.87
7762671 XXXXXXXXXX XX 00000 MF3 8.250 7.500 $513.87 360 1-Aug-29 $68,133.74
0000000 XXX XXXX XXXX XX 00000 LCO 8.125 7.500 $2,227.49 360 1-Aug-29 $298,802.45
7767111 XXXX XX 00000 SFD 7.250 6.983 $2,510.41 360 1-Jun-29 $365,610.88
7769214 XXXXXXXXX XX 00000 SFD 8.000 7.500 $1,872.51 360 1-Aug-29 $253,164.68
7770029 XXXX XXXXXXXXX XX 00000 SFD 8.250 7.500 $2,223.75 360 1-Jun-29 $294,313.83
7773142 XXXXXX XX 00000 SFD 7.625 7.358 $495.46 360 1-Jun-29 $68,872.01
7773178 XXXXXXXX XX 00000 SFD 8.875 7.500 $458.45 360 1-Oct-29 $57,489.09
7773379 XXX XXXXX XX 00000 LCO 7.375 7.108 $1,044.30 360 1-Aug-29 $149,786.60
7773854 XXXXXXXX XX 00000 SFD 9.000 7.500 $202.76 360 1-Aug-29 $25,115.88
7775158 XXXXXXXXXX XX 00000 MF3 9.500 7.500 $840.01 360 1-Oct-29 $99,701.12
7775955 XXXXXXX XX 00000 SFD 7.500 7.233 $1,985.77 360 1-Jul-29 $282,496.65
7776982 XXXX XXXXXX XXXX XX 00000 SFD 8.500 7.500 $607.44 360 1-Jan-30 $78,952.14
7777034 XXXXXXXXXX XX 00000 MF3 8.625 7.500 $791.01 360 1-Aug-29 $101,333.21
7777069 XXXXXX XX 00000 SFD 9.375 7.500 $605.10 360 1-Sep-29 $72,503.16
7777763 ARBUTUS MD 21227 SFD 8.750 7.500 $801.49 360 1-Jun-29 $101,273.26
7779375 XXXXX XX 00000 SFD 9.125 7.500 $2,847.72 360 1-Feb-30 $350,000.00
7779719 XXXXXXX XX 00000 SFD 8.000 7.500 $421.18 360 1-Jul-29 $57,124.96
7779727 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $1,670.92 360 1-Sep-29 $224,293.91
7780367 XXXXXXXXX XX 00000 SFD 7.625 7.358 $2,174.34 360 1-Jul-29 $305,613.64
7781018 XXXXXX XX 00000 PUD 7.750 7.483 $2,041.42 360 1-Aug-29 $283,723.64
7781096 XXXXX XX 00000 LCO 9.000 7.500 $626.40 360 1-Jul-29 $77,545.55
7781768 XXXXXXX XX 00000 SFD 8.625 7.500 $2,800.04 360 1-Sep-29 $358,921.90
7782377 XXXXXXX XXXXXX XX 00000 SFD 7.625 7.358 $2,222.47 360 1-Jul-29 $312,378.53
7783597 XXXXXXXXXX XX 00000 LCO 8.875 7.500 $479.77 360 1-Nov-29 $60,046.73
7785103 XXXXXX XX 00000 SFD 8.500 7.500 $913.08 360 1-Dec-29 $118,605.63
7785696 XXXX XX 00000 SFD 7.250 6.983 $2,455.83 360 1-Jun-29 $357,705.28
7786608 XXXXXXXXX XX 00000 LCO 8.500 7.500 $803.90 360 1-Jul-29 $104,097.10
7787563 XXXXX XXXXXX XX 00000 SFD 7.250 6.983 $1,828.23 360 1-Jul-29 $266,509.75
7789337 XX. XXXXXX XX 00000 SFD 8.375 7.500 $889.28 360 1-Sep-29 $116,570.97
7790584 KILL XXXXX XXXXX XX 00000 SFD 8.625 7.500 $684.45 360 1-Sep-29 $87,736.49
7794442 XXX XXXXXXX XX 00000 LCO 9.000 7.500 $804.62 360 1-Jul-29 $99,608.95
7796024 XXXXXX XX 00000 SFD 8.875 7.500 $436.81 360 1-Aug-29 $54,711.87
7796255 XXXXXXXX XX 00000 SFD 8.500 7.500 $607.44 360 1-Aug-29 $78,707.71
7797054 XXX XXXXXXX XX 00000 LCO 8.375 7.500 $1,100.58 360 1-Jul-29 $144,156.68
7798332 XXXX XXXXXXXXX XX 00000 LCO 8.500 7.500 $1,426.33 360 1-Aug-29 $184,813.71
7799635 XXXXX XX 00000 SFD 7.750 7.483 $659.10 360 1-Sep-29 $91,671.12
7800259 XXXXXXXXX XX 00000 SFD 7.875 7.500 $1,943.19 360 1-Aug-29 $266,875.04
7801217 XXXXXXXXX XX 00000 SFD 8.375 7.500 $307.83 360 1-Jul-29 $40,320.06
7802360 XXXXXXXX XX 00000 SFD 8.250 7.500 $706.87 360 1-Jul-29 $93,661.23
7802398 XXXXXXXXXXXX XX 00000 SFD 7.875 7.500 $2,211.46 360 1-Aug-29 $303,719.77
7802591 XXXXXXX XX 00000 SFD 7.250 6.983 $529.37 360 1-Jul-29 $77,168.49
7802730 XXXX XXXXXXXX XX 00000 SFD 7.750 7.483 $1,624.82 360 1-Sep-29 $224,107.80
7803067 XXXXXXXXXX XX 00000 MF2 7.875 7.500 $530.39 360 1-Jul-29 $72,790.58
7803542 XXXXXX XX 00000 MF3 9.000 7.500 $656.57 360 1-Aug-29 $81,327.52
7804591 XXXXXXXX XX 00000 SFD 8.250 7.500 $530.77 360 1-Aug-29 $69,607.59
7805017 XXXXXXX XX 00000 SFD 7.875 7.500 $616.31 360 1-Aug-29 $84,643.20
7805491 XXXXXXXXXX XX 00000 PUD 7.375 7.108 $1,366.71 360 1-Jul-29 $196,806.35
7805682 XXXXXXXXXXX XX 00000 SFD 8.250 7.500 $1,056.66 360 1-Aug-29 $140,102.52
7805943 XXXXXXX XX 00000 SFD 8.500 7.500 $2,470.13 360 1-Oct-29 $320,463.25
7806684 XXXXXXXX XX 00000 SFD 8.500 7.500 $415.21 360 1-Jul-29 $53,766.09
7806733 XXXXXXXX XX 00000 SFD 7.375 7.108 $338.43 360 1-Sep-29 $41,626.58
7808116 XXXXXXX XX 00000 SFD 8.000 7.500 $339.00 360 1-Aug-29 $45,907.08
7808321 XXXX XXXXXXX XX 00000 SFD 8.625 7.500 $609.79 360 1-Jul-29 $78,068.89
7808676 XXXXXXXXX XX 00000 MF2 8.875 7.500 $565.70 360 1-Sep-29 $70,897.74
7809354 XXXXXX XX 00000 PUD 7.500 7.233 $2,087.85 360 1-Aug-29 $297,249.46
7809998 XXX XXXXX XX 00000 SFD 8.500 7.500 $2,554.05 360 1-Sep-29 $331,143.54
7811548 XXXXXX XX 00000 MF4 9.000 7.500 $1,729.94 360 1-Aug-29 $214,282.02
7812940 XXXXXXX XX 00000 SFD 8.500 7.500 $283.42 360 1-Jul-29 $36,700.33
7813003 LOS XXXXXXXX XX 00000 SFD 8.625 7.500 $2,296.04 360 1-Aug-29 $294,135.29
7813652 XXXXX XXXX XX 00000 LCO 8.750 7.500 $1,195.78 360 1-Oct-29 $150,572.78
7813677 N. XXX XXXXX XX 00000 LCO 8.750 7.500 $572.32 360 1-Oct-29 $72,580.76
7814481 XXXXXXXX XXXXX XX 00000 PUD 8.500 7.500 $370.92 360 1-Aug-29 $48,052.62
7814711 XXXXXXXXXX XX 00000 MF2 8.750 7.500 $1,805.48 360 1-Sep-29 $228,830.08
7815047 XXXXXXXX XX 00000 SFD 8.750 7.500 $415.38 360 1-Oct-29 $52,677.15
7815296 XXXXX XX 00000 MF2 8.625 7.500 $770.01 360 1-Aug-29 $98,641.98
7815316 XXXXXX XXXX XX 00000 SFD 8.875 7.500 $753.08 360 1-Jul-29 $94,231.15
7815601 XXXXXXXX XX 00000 MF2 8.875 7.500 $763.82 360 1-Sep-29 $95,726.84
7816074 XXXXX XXX XX 00000 SFD 8.500 7.500 $891.94 360 1-Jul-29 $115,497.51
7816249 XXXXXXXXX XX 00000 SFD 8.250 7.500 $706.87 360 1-Aug-29 $93,723.65
7816377 XXXXXX XX 00000 SFD 8.500 7.500 $991.90 360 1-Sep-29 $128,603.68
7819092 XXXXXXX XX 00000 SFD 7.875 7.500 $1,322.24 360 1-Aug-29 $181,594.52
7819213 XXXX XXXXXXX XX 00000 SFD 8.500 7.500 $664.73 360 1-Aug-29 $86,130.11
7819217 XXXX XXXXXXX XX 00000 SFD 8.500 7.500 $618.98 360 1-Aug-29 $80,202.13
7820856 XXXXXXXXXX XX 00000 SFD 8.375 7.500 $1,957.95 360 1-Aug-29 $256,622.39
7820916 XXX XXXXXXX XX 00000 MF2 8.750 7.500 $427.97 360 1-Aug-29 $54,208.73
7821399 XXXXXXXX XXXX XX 00000 SFD 7.750 7.483 $1,257.30 360 1-Oct-29 $174,920.25
7822310 XXXXXXXX XX 00000 SFD 7.500 7.233 $847.80 360 1-Sep-29 $120,794.39
7822848 XXXXXXXX XX 00000 SFD 8.125 7.500 $694.98 360 1-Aug-29 $93,176.01
7823611 XXXXXXXX XX 00000 SFD 9.000 7.500 $683.93 360 1-Sep-29 $84,764.34
7824729 XXXXXXXXX XX 00000 SFD 8.250 7.500 $921.80 360 1-Aug-29 $122,222.43
7825208 XXXXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $634.82 360 1-Oct-29 $84,282.24
7826468 XXXXXXX XX 00000 SFD 7.500 7.233 $1,342.49 360 1-Jul-29 $190,983.66
7826925 XXXXXXXXXX XX 00000 MF2 8.500 7.500 $552.93 360 1-Sep-29 $71,633.65
7827016 XXXXX XXXX XX 00000 SFD 8.000 7.500 $971.54 360 1-Aug-29 $131,863.00
7827148 XXXXXXXX XXXX XX 00000 MF4 8.875 7.500 $2,267.59 360 1-Sep-29 $284,189.20
7827948 XXXXXXXXX XX 00000 SFD 8.750 7.500 $332.77 360 1-Sep-29 $42,176.55
7828776 XXXXXX XX 00000 SFD 8.875 7.500 $3,453.10 360 1-Oct-29 $433,015.91
7829118 XXXXXXXXXX XX 00000 LCO 9.125 7.500 $663.27 360 1-Aug-29 $81,254.73
7829304 XXXX XX 00000 SFD 9.125 7.500 $266.51 360 1-Dec-29 $32,721.01
7829717 XXXXXXXXX XX 00000 SFD 8.500 7.500 $346.01 360 1-Aug-29 $44,833.52
7829848 XXX XXXXX XX 00000 SFD 8.750 7.500 $1,158.41 360 1-Nov-29 $146,992.98
7829928 XXXXXXXX XX 00000 SFD 8.125 7.500 $1,781.99 360 1-Aug-29 $238,878.68
7830026 GENEVA ON THE XXX XX 00000 SFD 8.375 7.500 $309.65 360 1-Aug-29 $40,585.42
7832597 XXXXXX XX 00000 MF2 8.625 7.500 $280.00 360 1-Aug-29 $35,841.07
7833477 XXX XXXXXXX XX 00000 SFD 8.750 7.500 $786.70 360 1-Aug-29 $99,648.45
7835397 XXXXX XX 00000 LCO 8.250 7.500 $1,262.13 360 1-Aug-29 $167,346.07
7835527 XXXXXXXXXXX XX 00000 SFD 7.875 7.500 $1,342.83 360 1-Aug-29 $183,651.47
7835743 XXXXXX XX 00000 MF4 8.000 7.500 $1,144.31 360 1-Aug-29 $155,275.98
7837012 XXXXXXXXXXX XX 00000 SFD 8.875 7.500 $731.36 360 1-Oct-29 $91,711.55
7838146 XXXXXX XX 00000 SFD 8.125 7.500 $1,180.57 360 1-Sep-29 $158,472.88
7838421 XXX XXXXX XX 00000 SFD 8.125 7.500 $946.09 360 1-Oct-29 $127,083.21
7840796 XXXXXXXXX XX 00000 SFD 8.250 7.500 $730.61 360 1-Aug-29 $96,871.45
7841411 XXXXXXXX XX 00000 SFD 8.500 7.500 $494.80 360 1-Aug-29 $64,111.90
7844201 XXXXXXXX XX 00000 LCO 7.875 7.500 $494.86 360 1-Aug-29 $67,963.52
7844574 XXXXXXXX XX 00000 SFD 8.250 7.500 $604.12 360 1-Sep-29 $80,153.04
7845111 XXXXX XX 00000 SFD 7.375 7.108 $1,036.01 360 1-Aug-29 $149,304.57
7846722 XXXXXXX XXXXXXXX XX 00000 SFD 8.875 7.500 $2,784.76 360 1-Jan-30 $349,803.78
7847109 XXXXXXX XX 00000 SFD 8.625 7.500 $2,844.77 360 1-Sep-29 $364,654.66
7847297 XXXX XXXXXX XX 00000 SFD 7.875 7.500 $1,145.61 360 1-Aug-29 $157,336.79
7847323 XXXXXX XXXXX XX 00000 SFD 7.750 7.483 $892.97 360 1-Sep-29 $124,199.42
7848766 XXXXXXXXXX XX 00000 SFD 8.625 7.500 $423.12 360 1-Sep-29 $54,237.08
7850024 XXXXXXXX XX 00000 SFD 8.500 7.500 $876.56 360 1-Sep-29 $112,628.35
7853418 XXXX XX 00000 SFD 8.125 7.500 $2,904.65 360 1-Aug-29 $389,638.38
7853575 XXXXXXX XX 00000 MF2 8.250 7.500 $2,941.21 360 1-Aug-29 $389,976.14
7854345 XXXXXX XXXXX XX 00000 SFD 8.375 7.500 $2,399.93 360 1-Aug-29 $263,921.16
7855986 XXXXX XX 00000 SFD 8.875 7.500 $1,123.45 360 1-Sep-29 $140,798.31
7856490 XXXXXXXX XX 00000 SFD 8.000 7.500 $256.82 360 1-Oct-29 $34,905.11
7857028 XXXXXX XX 00000 LCO 8.375 7.500 $1,497.65 360 1-Dec-29 $196,791.83
7857084 XXXXXXXXX XX 00000 SFD 7.875 7.500 $1,437.81 360 1-Sep-29 $197,577.62
7857336 XXXXXXX XX 00000 LCO 8.750 7.500 $481.46 360 1-Aug-29 $60,984.84
7857737 XXX XXXX XX 00000 SFD 8.250 7.500 $2,253.80 360 1-Aug-29 $298,832.28
7858193 XXXXXXXXX XX 00000 SFD 8.125 7.500 $1,039.50 360 1-Sep-29 $137,001.76
7858228 XXXXXX XXXXX XX 00000 SFD 8.500 7.500 $824.28 360 1-Sep-29 $106,870.62
7858638 XXXXX XXXXXX XX 00000 MF3 8.750 7.500 $2,013.95 360 1-Sep-29 $255,252.76
7859186 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $1,185.90 360 1-Aug-29 $153,457.93
7860293 XXXXX XXXXX XX 00000 LCO 8.750 7.500 $431.90 360 1-Sep-29 $54,737.78
7860731 XXXXXXX XX 00000 SFD 8.875 7.500 $179.02 360 1-Aug-29 $22,422.90
7861110 XXXXXXX XX 00000 SFD 8.375 7.500 $1,056.50 360 1-Nov-29 $138,738.99
7861313 XXXXXXXXXXX XX 00000 SFD 8.375 7.500 $1,112.75 360 1-Sep-29 $145,938.60
7861410 XXXXXXXXXX XX 00000 MF3 8.500 7.500 $805.05 360 1-Sep-29 $104,378.35
7861572 XXXXXXXXX XX 00000 SFD 8.875 7.500 $519.16 360 1-Sep-29 $65,064.37
7862301 XXXXX XXXXX XX 00000 LCO 8.750 7.500 $977.08 360 1-Nov-29 $123,984.07
7862760 XXXXXXX XX 00000 MF4 8.125 7.500 $594.00 360 1-Oct-29 $79,788.54
7862893 XXXXXXXXX XX 00000 SFD 9.000 7.500 $1,148.20 360 1-Sep-29 $142,304.37
7863070 XXXXX XXXXXXXX XX 00000 SFD 8.125 7.500 $972.30 360 1-Aug-29 $130,427.27
7863838 XXXXXXXX XX 00000 SFD 8.875 7.500 $565.70 360 1-Aug-29 $70,845.56
7864343 XXXXXXX XX 00000 LCO 8.875 7.500 $373.16 360 1-Oct-29 $46,793.64
7864624 XXXXXXX XX 00000 SFD 8.750 7.500 $1,083.29 360 1-Aug-29 $137,215.88
7866867 XXXXXXXX XX 00000 SFD 9.500 7.500 $660.66 360 1-Nov-29 $78,453.14
7867011 XXX XXXXX XX 00000 MF4 8.250 7.500 $1,338.76 360 1-Aug-29 $177,251.17
7867078 XXXXXXX XX 00000 SFD 8.875 7.500 $651.63 360 1-Sep-29 $81,667.03
7867229 XXXXXX XX 00000 SFD 8.625 7.500 $2,253.82 360 1-Dec-29 $289,428.61
7867508 XXXXXXXX XX 00000 LCO 8.500 7.500 $639.74 360 1-Sep-29 $82,944.37
7867618 XXXXXXXXXXX XX 00000 SFD 8.125 7.500 $380.90 360 1-Sep-29 $51,129.90
7867952 XXX XXXXXXXXX XX 00000 MF2 8.500 7.500 $3,133.32 360 1-Sep-29 $406,248.09
7867957 XXXXXXXXXX XX 00000 MF2 9.250 7.500 $510.88 360 1-Sep-29 $61,936.54
7868667 XXX XXXX XX 00000 SFD 8.500 7.500 $2,522.04 360 1-Oct-29 $327,196.69
7869103 XXXXXXX XX 00000 MF2 8.875 7.500 $572.86 360 1-Sep-29 $71,795.19
7869265 XXXX XX 00000 MAN 8.375 7.500 $841.40 360 1-Aug-29 $110,279.88
7869452 XXXXX XXXXX XX 00000 HCO 8.250 7.500 $4,000.49 360 1-Aug-29 $530,427.34
7869474 XXXXXXXX XX 00000 MF3 8.875 7.500 $802.01 360 1-Sep-29 $100,513.24
7869730 XXXX XXXXX XX 00000 SFD 8.750 7.500 $1,183.98 360 1-Oct-29 $148,318.13
7870227 XXXXXXXX XX 00000 MF4 8.500 7.500 $511.33 360 1-Sep-29 $66,295.69
7870509 XXXXXXXXX XX 00000 SFD 8.500 7.500 $4,490.45 360 1-Sep-29 $582,205.86
7870630 XXXXXXXXX XX 00000 SFD 8.375 7.500 $1,482.14 360 1-Aug-29 $193,371.24
7871001 XXXXXXX XX 00000 SFD 8.875 7.500 $479.77 360 1-Sep-29 $60,128.48
7871159 XXXXX XX 00000 SFD 9.500 7.500 $1,011.38 360 1-Oct-29 $120,040.01
7871548 XXX XXXXXX XX 00000 SFD 8.250 7.500 $306.07 360 1-Sep-29 $40,608.30
7871552 XXXXXX XX 00000 SFD 7.875 7.500 $474.74 360 1-Sep-29 $65,246.73
7871596 XXX XXXXXXX XX 00000 SFD 9.000 7.500 $191.90 360 1-Nov-29 $23,810.64
7871687 XXXXXXXXXXXX XX 00000 MF2 8.875 7.500 $272.11 360 1-Sep-29 $34,102.71
7872309 XXXXXX XX 00000 SFD 9.125 7.500 $512.59 360 1-Oct-29 $62,864.35
7872755 XXXXXXXXXX XX 00000 LCO 8.500 7.500 $731.62 360 1-Oct-29 $94,764.85
7873279 XXXXXXXX XX 00000 SFD 9.375 7.500 $352.45 360 1-Sep-29 $42,266.34
7874293 XXXXX XX 00000 SFD 8.125 7.500 $348.97 360 1-Dec-29 $46,938.31
7874508 XXXXXXXX XX 00000 SFD 7.875 7.500 $672.86 360 1-Sep-29 $92,476.48
7875207 XXXXXXX XX 00000 LCO 8.500 7.500 $415.21 360 1-Sep-29 $53,834.11
7875718 XXXXXXXX XX 00000 MF2 9.000 7.500 $470.70 360 1-Oct-29 $58,366.33
7876857 XXXXXX XX 00000 LCO 8.750 7.500 $354.02 360 1-Aug-29 $44,841.78
7876929 XXXXXXXXXX XXXXX XX 00000 SFD 8.750 7.500 $195.13 360 1-Oct-29 $24,746.30
0000000 XXX XXXX XXXX XX 00000 LCO 8.250 7.500 $2,223.75 360 1-Aug-29 $294,847.86
7878344 XXXXXXX XX 00000 MF3 8.375 7.500 $273.63 360 1-Sep-29 $35,886.53
7878368 XXXXXXXX XX 00000 SFD 8.625 7.500 $545.66 360 1-Sep-29 $69,944.90
7879869 XXXXXXXX XX 00000 SFD 9.000 7.500 $1,022.86 360 1-Feb-30 $127,123.00
7881233 XXXXX XX 00000 LCO 9.500 7.500 $1,782.61 360 1-Sep-29 $211,470.30
7881326 XXXXXXXXXXXX XX 00000 SFD 9.375 7.500 $1,206.97 360 1-Oct-29 $144,815.43
7881366 XXXXXXXXX XX 00000 SFD 9.000 7.500 $871.81 360 1-Dec-29 $108,231.19
7881666 XXXXXXX XX 00000 SFD 8.250 7.500 $2,854.81 360 1-Sep-29 $378,771.68
7882182 XXXXXXXX XXXXX XX 00000 SFD 8.500 7.500 $380.61 360 1-Sep-29 $49,347.93
7882228 XXXXXXXXX XX 00000 SFD 9.375 7.500 $524.00 360 1-Sep-29 $62,838.44
7882242 XXXX XXX XX 00000 MAN 8.875 7.500 $537.06 360 1-Sep-29 $67,307.98
7882268 XXXXXXXXXXX XX 00000 MF4 8.375 7.500 $1,155.31 360 1-Sep-29 $151,520.97
7882654 XXXXXXXX XX 00000 SFD 7.500 7.233 $744.66 360 1-Sep-29 $106,099.85
7883402 XXXXXXX XXXXX XX 00000 SFD 8.125 7.500 $330.78 360 1-Oct-29 $44,432.24
7883489 XXXXXXXX XX 00000 LCO 8.750 7.500 $2,699.33 360 1-Jan-30 $342,922.59
7883927 XXXXXX XX 00000 PUD 8.500 7.500 $373.69 360 1-Sep-29 $48,450.70
7884783 XXXXXXXXX XX 00000 MF4 8.125 7.500 $798.18 360 1-Sep-29 $107,143.63
7885769 XXX XXXX XX 00000 LCO 8.750 7.500 $1,701.48 360 1-Sep-29 $215,648.66
7886775 HOT XXXXXXX XXXXX XX 00000 SFD 8.250 7.500 $1,056.66 360 1-Oct-29 $140,287.52
7886990 XXXXXXXX XXXXX XX 00000 LCO 8.625 7.500 $662.68 360 1-Sep-29 $84,944.83
7887384 XXXXXXXX XX 00000 SFD 8.875 7.500 $350.88 360 1-Sep-29 $43,974.54
7888254 XXXXXXX XXXXXXXX XX 00000 SFD 8.000 7.500 $1,984.83 360 1-Oct-29 $269,766.72
7888430 XXXXX XX 00000 SFD 8.375 7.500 $887.54 360 1-Oct-29 $116,476.62
7889319 XXXXXX XX 00000 SFD 8.375 7.500 $1,363.95 360 1-Sep-29 $177,412.61
7889613 XXXXXXX XX 00000 SFD 8.000 7.500 $2,582.85 360 1-Sep-29 $350,803.24
7889701 XXXXXXX XX 00000 SFD 8.250 7.500 $3,155.32 360 1-Sep-29 $418,642.36
7889771 XXXXXXX XX 00000 MF4 8.750 7.500 $393.35 360 1-Oct-29 $49,883.66
7889794 XXXXXX XXXXX XX 00000 SFD 8.375 7.500 $393.72 360 1-Sep-29 $51,636.74
7890062 XXXX XXXXXXXXXXX XX 00000 MF3 9.000 7.500 $836.41 360 1-Sep-29 $103,254.23
7890504 XXXXXXXX XX 00000 SFD 8.750 7.500 $459.83 360 1-Oct-29 $58,314.00
7890612 XXX XXXXXXX XX 00000 SFD 9.250 7.500 $259.14 360 1-Sep-29 $31,417.09
7890954 XXX XXXXX XX 00000 SFD 8.500 7.500 $1,635.48 360 1-Sep-29 $211,914.32
7891103 XXXXXXX XX 00000 MF2 9.125 7.500 $553.27 360 1-Nov-29 $67,890.61
7891557 XXXXXX XX 00000 MF4 8.625 7.500 $700.01 360 1-Sep-29 $89,730.48
7891813 XXXXXX XXXXXXX XX 00000 SFD 9.375 7.500 $991.86 360 1-Sep-29 $118,944.17
7892161 XXX XXXXXX XX 00000 MAN 9.250 7.500 $828.43 360 1-Sep-29 $100,434.94
7893183 XXX XXXXXXXXX XX 00000 MF4 9.375 7.500 $727.78 360 1-Dec-29 $87,209.72
7893475 XXXXXXXXX XX 00000 SFD 9.250 7.500 $238.58 360 1-Sep-29 $28,820.51
7893585 XX XXXXXX XX 00000 SFD 8.750 7.500 $662.01 360 1-Sep-29 $83,874.89
7893846 XXXXXXXXX XX 00000 SFD 8.875 7.500 $1,349.84 360 1-Oct-29 $169,264.89
7894061 XXXXXX XX 00000 MF3 8.500 7.500 $2,629.68 360 1-Oct-29 $340,012.75
7894685 XXXXXXX XX 00000 SFD 8.750 7.500 $325.69 360 1-Oct-29 $41,302.80
7895781 XXXXXXXXXXX XX 00000 SFD 9.500 7.500 $272.44 360 1-Sep-29 $32,319.03
7896064 XXXX XXXXXX XX 00000 SFD 7.750 7.483 $1,549.67 360 1-Oct-29 $215,693.06
7896430 XXXXXXXXXXX XX 00000 SFD 9.625 7.500 $781.99 360 1-Sep-29 $91,367.99
7896898 XXXXXXX XX 00000 SFD 8.500 7.500 $761.22 360 1-Sep-29 $98,695.88
7896922 XXXXXXXX XX 00000 SFD 8.250 7.500 $2,031.43 360 1-Oct-29 $269,704.17
7897093 XXXXXXXXX XX 00000 SFD 7.875 7.500 $886.18 360 1-Oct-29 $121,880.23
7898367 XXXX XXXXXXX XX 00000 LCO 9.500 7.500 $773.59 360 1-Sep-29 $91,770.10
7899170 XXXXXXXX XX 00000 MF2 8.750 7.500 $637.23 360 1-Sep-29 $80,763.56
7899177 XXXXXXXX XX 00000 MF2 8.750 7.500 $637.23 360 1-Sep-29 $80,763.56
7899178 XXXXXXXX XX 00000 MF2 8.750 7.500 $637.23 360 1-Sep-29 $80,763.56
7899237 XXXXXXXX XX 00000 SFD 8.875 7.500 $402.20 360 1-Oct-29 $50,435.38
7899741 XX. XXXX XX 00000 SFD 8.500 7.500 $626.51 360 1-Sep-29 $81,226.34
7899817 XXXXXXXXX XX 00000 SFD 8.500 7.500 $2,306.74 360 1-Nov-29 $299,450.91
7900061 XXXXXXX XX 00000 SFD 9.000 7.500 $1,050.03 360 1-Nov-29 $130,284.56
7900076 XXXXXXXX XX 00000 MF3 8.500 7.500 $791.98 360 1-Oct-29 $102,747.75
7900457 XXXXXXX XX 00000 SFD 8.750 7.500 $964.56 360 1-Oct-29 $122,312.20
7900914 XXXXXXXXX XX 00000 MF2 8.750 7.500 $799.37 360 1-Oct-29 $101,319.79
7902473 XXXXXXXXX XX 00000 MF2 9.000 7.500 $4,000.99 360 1-Nov-29 $495,678.93
7902493 XXXXXXXX XXXXX XX 00000 SFD 8.750 7.500 $424.82 360 1-Sep-29 $53,842.37
7904022 XXXXXXX XX 00000 LCO 8.375 7.500 $1,253.36 360 1-Oct-29 $164,485.70
7904395 XXXXXX XX 00000 SFD 8.500 7.500 $369.08 360 1-Oct-29 $47,882.44
7904795 XXXXX XXXXXX XX 00000 SFD 8.875 7.500 $1,092.98 360 1-Sep-29 $136,979.19
7905117 XXXXXXXXX XX 00000 SFD 9.000 7.500 $553.58 360 1-Jan-30 $68,762.42
7905775 XXXXXXX XX 00000 MF2 9.125 7.500 $329.52 360 1-Oct-29 $40,412.80
7906850 XXXXXXXXX XX 00000 SFD 8.000 7.500 $643.88 360 1-Dec-29 $87,631.85
7908000 XXXXXXXXXXX XX 00000 SFD 8.875 7.500 $500.46 360 1-Dec-29 $62,829.22
7908428 XX XXXXXXX XX 00000 SFD 8.750 7.500 $881.10 360 1-Nov-29 $111,603.10
7908762 XXXXX XX 00000 SFD 8.750 7.500 $727.70 360 1-Oct-29 $92,284.78
7909098 XXX XXXX XX 00000 SFD 8.500 7.500 $1,922.28 360 1-Oct-29 $249,387.74
7909126 XXXXX XX 00000 LCO 9.375 7.500 $389.26 360 1-Sep-29 $46,679.97
7910068 XXXXXXXXX XX 00000 MF3 8.875 7.500 $437.60 360 1-Oct-29 $54,875.30
7911210 XXXXXX XX 00000 MF3 9.375 7.500 $1,829.85 360 1-Nov-29 $219,616.14
7911533 XXXXXXXXX XX 00000 SFD 8.250 7.500 $2,047.44 360 1-Sep-29 $271,651.06
7912886 XX XXXX XX 00000 LCO 8.875 7.500 $763.82 360 1-Oct-29 $95,782.32
7913545 XXXXXXXX XX 00000 MF4 8.500 7.500 $2,743.48 360 1-Oct-29 $355,724.76
7913604 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $642.68 360 1-Oct-29 $80,583.71
7914014 XXXXX XXXXXXX XX 00000 MF4 9.000 7.500 $828.76 360 1-Oct-29 $102,772.41
7914834 XXXXX XX 00000 SFD 8.750 7.500 $623.07 360 1-Oct-29 $79,015.72
7915024 XXXX XXXXXXXXX XX 00000 SFD 8.750 7.500 $2,107.57 360 1-Oct-29 $267,214.12
7915142 XXX XXXXXX XX 00000 SFD 8.875 7.500 $522.74 360 1-Sep-29 $65,468.67
7916144 XXXXXXXX XX 00000 MF3 9.375 7.500 $822.68 360 1-Oct-29 $98,706.84
7916507 XXXXXXXX XX 00000 SFD 8.750 7.500 $1,840.88 360 1-Oct-29 $233,455.56
7916598 LODI CA 95242 LCO 9.000 7.500 $804.62 360 1-Oct-29 $99,779.04
7916931 XXXXX XXXX XX 00000 SFD 8.750 7.500 $566.22 360 1-Oct-29 $71,806.54
7916982 XXXXXXXX XX 00000 SFD 8.625 7.500 $2,296.81 360 1-Jan-30 $295,125.66
7918000 XXXXXXX XX 00000 LCO 9.250 7.500 $1,111.43 360 1-Oct-29 $134,816.61
7918460 XXX XXXXXX XX 00000 SFD 9.375 7.500 $494.89 360 1-Oct-29 $59,378.39
7918504 XXXXX XXXXXXXXX XX 00000 LCO 9.000 7.500 $698.81 360 1-Nov-29 $86,706.63
7918575 XXXXXXX XX 00000 SFD 9.250 7.500 $577.52 360 1-Oct-29 $70,052.72
7918578 XXXXXXX XX 00000 SFD 7.875 7.500 $2,093.13 360 1-Jan-30 $288,481.33
7919433 XXXXXX XX 00000 SFD 9.000 7.500 $271.56 360 1-Nov-29 $33,694.29
7919594 XXXXXXX XXXXX XX 00000 SFD 9.125 7.500 $485.49 360 1-Oct-29 $59,490.39
7919898 XXXXXX XXXX XX 00000 MF3 8.625 7.500 $1,995.03 360 1-Nov-29 $256,042.42
7921443 XXXXXXXX XX 00000 SFD 8.500 7.500 $410.60 360 1-Nov-29 $53,302.26
7921750 XXX XXXXX XX 00000 MF4 8.750 7.500 $833.90 360 1-Oct-29 $105,753.38
7921801 XXXXXX XX 00000 PUD 7.750 7.483 $2,075.45 360 1-Jan-30 $289,495.53
7924550 NO. XXX XXXXX XX 00000 SFD 9.875 7.500 $672.10 360 1-Oct-29 $77,257.61
7924972 XXXXXXXX XX 00000 SFD 9.000 7.500 $218.70 360 1-Oct-29 $27,119.93
7925426 XXXXXXXX XX 00000 SFD 9.375 7.500 $424.19 360 1-Nov-29 $50,922.14
7926096 XXXXXX XX 00000 SFD 8.875 7.500 $636.52 360 1-Oct-29 $79,756.58
7926282 XXXXXXX XX 00000 SFD 8.625 7.500 $1,578.52 360 1-Oct-29 $202,465.53
7926528 XXXXXXXXXX XX 00000 SFD 9.125 7.500 $725.76 360 1-Nov-29 $89,056.51
7927543 XXXXXXX XX 00000 LCO 8.500 7.500 $384.46 360 1-Oct-29 $49,877.54
7930054 XXXXXXXXXXX XX 00000 MF2 9.250 7.500 $407.22 360 1-Oct-29 $49,143.85
7930389 XXXXXXXX XX 00000 SFD 8.500 7.500 $3,998.35 360 1-Oct-29 $518,726.47
7932658 XXX XXXXXXX XX 00000 MF2 9.500 7.500 $227.03 360 1-Nov-29 $26,959.84
7933161 XXXXXXXX XX 00000 SFD 9.250 7.500 $1,069.48 360 1-Nov-29 $129,493.93
7933323 XXXXXXX XXXXXXX XX 00000 SFD 9.000 7.500 $1,834.54 360 1-Oct-29 $227,496.21
7934362 XXXXXX XXXXX XX 00000 SFD 8.875 7.500 $669.54 360 1-Nov-29 $84,007.41
7934892 XXXXXX XX 00000 SFD 8.000 7.500 $513.64 360 1-Nov-29 $69,858.14
7935187 XXXXXXX XX 00000 SFD 8.500 7.500 $661.27 360 1-Nov-29 $85,842.59
7935536 XXXXXX XXXXX XX 00000 SFD 8.250 7.500 $1,238.46 360 1-Oct-29 $164,425.17
7935760 XXXXXXXX XX 00000 MF2 8.875 7.500 $922.15 360 1-Nov-29 $115,703.64
7937102 XXXXXXX XX 00000 SFD 9.125 7.500 $988.56 360 1-Nov-29 $121,304.56
7937602 XXXXXXXXX XX 00000 SFD 9.000 7.500 $1,770.17 360 1-Oct-29 $219,513.89
7937695 XXXXXXX XX 00000 SFD 8.125 7.500 $2,465.09 360 1-Oct-29 $331,122.46
7938399 XXXXXX XXXXX XX 00000 LCO 8.750 7.500 $ 770.97 000 0-Xxx-00 $ 97,829.60
7938431 XXXXX XXXXXX XX 00000 SFD 9.125 7.500 $ 465.36 000 0-Xxx-00 $ 57,102.99
7939056 XXXXXXX XX 00000 MF2 8.500 7.500 $ 491.60 000 0-Xxx-00 $ 63,817.99
7939176 XXXXXXXXXX XX 00000 SFD 8.125 7.500 $2,375.99 000 0-Xxx-00 $ 319,367.77
7939421 XXXXXXXXXX XX 00000 MF3 9.875 7.500 $ 656.47 000 0-Xxx-00 $ 75,440.60
7939766 XXXX XX 00000 MF4 9.000 7.500 $ 820.72 000 0-Xxx-00 $ 101,831.58
7939992 XXXXXXXX XX 00000 SFD 8.375 7.500 $ 2,176.85 000 0-Xxx-00 $ 285,862.21
7940694 XXXXXXXX XX 00000 SFD 8.625 7.500 $1,024.74 360 1-Oct-29 $ 131,435.47
7941657 XXXXXXX XX 00000 SFD 8.625 7.500 $ 684.45 360 1-Oct-29 $ 87,789.95
7942252 XXXXXXXXXX XX 00000 SFD 9.375 7.500 $1,699.26 360 1-Oct-29 $ 203,882.48
7944445 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 906.20 360 1-Oct-29 $ 117,508.89
7944471 XXXXXXXXXXXX XX 00000 SFD 9.000 7.500 $ 382.44 360 1-Jan-30 $ 47,504.04
7945883 XXXXXXXXX XX 00000 MF2 8.625 7.500 $ 2,030.03 360 1-Dec-29 $ 260,690.71
7946465 XXXXX XXXXXXXXX XX 00000 SFD 8.625 7.500 $ 777.79 000 0-Xxx-00 $ 99,821.61
7946895 XXXXXXXX XXXXXX XX 00000 SFD 8.500 7.500 $ 346.78 000 0-Xxx-00 $ 44,944.64
7947442 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 1,154.14 360 1-Dec-29 $ 149,917.49
7947835 XXX XXXXX XX 00000 SFD 8.625 7.500 $ 845.85 000 0-Xxx-00 $ 108,555.98
7948163 XXXXXX XXXXX XX 00000 MF2 8.750 7.500 $ 365.11 000 0-Xxx-00 $ 46,228.21
7948276 XXXXX XX 00000 SFD 8.750 7.500 $1,003.04 000 0-Xxx-00 $ 127,278.33
7948571 XXXXXXX XX 00000 SFD 9.000 7.500 $ 2,788.02 360 1-Oct-29 $ 345,443.22
7948893 XXXXXX XX 00000 LCO 8.875 7.500 $ 551.38 360 1-Dec-29 $ 69,222.01
7950075 XXXXXXXXXX XX 00000 SFD 8.750 7.500 $ 975.51 000 0-Xxx-00 $ 123,784.41
7951042 XXXXXXXXX XX 00000 SFD 9.000 7.500 $ 1,013.85 000 0-Xxx-00 $ 125,794.97
7951723 XXXXXXXXXX XX 00000 LCO 8.500 7.500 $ 441.16 000 0-Xxx-00 $ 56,762.90
7951936 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 653.58 360 1-Dec-29 $ 84,896.64
7952235 XXXXXXXXX XX 00000 SFD 8.875 7.500 $ 914.20 000 0-Xxx-00 $ 114,705.30
7952664 XXXXXX XX 00000 SFD 8.750 7.500 $1,463.26 000 0-Xxx-00 $ 185,676.62
7953320 XXX XXXXXXX XX 00000 SFD 9.000 7.500 $ 934.17 360 1-Dec-29 $ 115,972.68
7953380 XXXXXXX XX 00000 PUD 8.625 7.500 $ 221.51 360 1-Dec-29 $ 28,446.26
7954036 XXXXXXXXX XX 00000 MF3 8.875 7.500 $ 257.79 000 0-Xxx-00 $ 32,345.10
7954338 XXXXXXXX XX 00000 SFD 8.750 7.500 $1,000.68 000 0-Xxx-00 $ 126,978.86
7954380 XXXXX XX 00000 MF2 8.875 7.500 $ 1,673.85 360 1-Dec-29 $ 210,140.25
7954504 XXXXXXXXX XXXXX XX 00000 SFD 8.750 7.500 $ 962.92 000 0-Xxx-00 $ 122,138.70
7955053 XXXXX XX 00000 SFD 9.375 7.500 $ 501.54 000 0-Xxx-00 $ 60,207.95
7955883 XXXXXXX XX 00000 SFD 8.625 7.500 $ 1,555.58 000 0-Xxx-00 $ 199,643.21
7956006 XXX XXXXX XX 00000 SFD 8.500 7.500 $3,844.57 000 0-Xxx-00 $ 499,084.84
7956213 XXXXXXX XX 00000 SFD 7.750 7.483 $ 821.22 360 1-Dec-29 $ 114,466.66
7956941 XXXX XXXXXXX XX 00000 MF4 8.875 7.500 $ 808.38 000 0-Xxx-00 $ 101,427.85
7957091 XXXXXX XX 00000 LCO 8.625 7.500 $ 598.57 360 1-Dec-29 $ 76,863.82
7957850 XXXXXXXXXX XXX. XX 00000 SFD 9.250 7.500 $ 422.03 000 0-Xxx-00 $ 51,219.61
7957973 XXXX XXXXX XX 00000 LCO 9.125 7.500 $ 344.17 000 0-Xxx-00 $ 42,231.93
7961052 XXXXXXXX XX 00000 SFD 8.500 7.500 $ 948.07 000 0-Xxx-00 $ 123,074.32
7961384 XXXXXX XX 00000 SFD 8.500 7.500 $ 470.58 000 0-Xxx-00 $ 61,086.05
7962235 XXXXXXXXX XX 00000 SFD 8.750 7.500 $ 1,764.18 000 0-Xxx-00 $ 223,860.11
7962384 XXXXXXX XX 00000 MF2 10.000 7.500 $ 288.28 360 1-Dec-29 $ 32,820.82
7962416 XXXXXXXXX XX 00000 SFD 8.750 7.500 $ 1,316.35 000 0-Xxx-00 $ 167,034.08
7962709 TAKOMA PARK MD 20912 SFD 8.750 7.500 $ 2,297.17 360 1-Dec-29 $ 291,662.77
7963153 XXXXXXXXXXXX XX 00000 LCO 8.875 7.500 $ 875.21 000 0-Xxx-00 $ 109,813.63
7963501 XXXXXX XX 00000 SFD 8.750 7.500 $2,814.03 000 0-Xxx-00 $ 357,078.09
7963569 XXXXXXXXXXXX XX 00000 SFD 8.750 7.500 $ 601.83 000 0-Xxx-00 $ 76,366.98
7964184 XXXXXXX XX 00000 SFD 9.000 7.500 $ 832.78 360 1-Dec-29 $ 103,386.52
7964541 XXXXXXXX XX 00000 MF2 9.250 7.500 $ 1,021.76 360 1-Jan-30 $ 124,135.61
7964911 XXXX XXXXXX XX 00000 SFD 8.875 7.500 $1,060.99 000 0-Xxx-00 $ 133,113.02
7965479 XXXXXXXXX XX 00000 SFD 8.875 7.500 $ 1,113.90 360 1-Dec-29 $ 139,842.46
7966931 XXXXXXXXXX XX 00000 MF2 9.875 7.500 $1,047.23 000 0-Xxx-00 $ 120,434.27
7967461 XXXXX XX 00000 SFD 8.750 7.500 $ 610.48 360 1-Dec-29 $ 77,510.19
7967465 XXXXXXX XX 00000 SFD 8.000 7.500 $ 843.83 360 1-Dec-29 $ 114,845.16
7967487 XXXXXX XX 00000 SFD 9.250 7.500 $ 617.01 360 1-Dec-29 $ 74,921.93
7968421 XXXXX XX 00000 SFD 8.875 7.500 $ 604.69 360 1-Dec-29 $ 75,914.47
7968748 XXXX XX 00000 MF2 8.750 7.500 $ 649.03 000 0-Xxx-00 $ 82,356.56
7969085 XXXXXXXXXX XX 00000 SFD 8.625 7.500 $ 1,015.02 360 1-Dec-29 $ 130,345.34
7969568 XXXXXXXXX XX 00000 SFD 9.250 7.500 $ 157.95 000 0-Xxx-00 $ 19,133.04
7969716 XXX XXXXXXXXX XX 00000 LCO 8.875 7.500 $2,269.18 360 1-Dec-29 $ 284,879.04
7969738 XXX XXXXXXXXX XX 00000 LCO 8.875 7.500 $ 3,117.65 360 1-Dec-29 $ 391,399.04
7970186 XXXXXXXX XX 00000 SFD 8.625 7.500 $ 977.02 360 1-Dec-29 $ 125,466.14
7971355 XXXXX XX 00000 LCO 9.125 7.500 $ 732.27 360 1-Dec-29 $ 89,903.85
7971641 XXXXXXX XX 00000 LCO 9.375 7.500 $1,032.20 360 1-Dec-29 $ 123,974.17
7971688 XXXXXXX XX 00000 LCO 9.375 7.500 $1,032.20 360 1-Dec-29 $ 123,974.17
7971861 XXXXXXXX XXXXXX XX 00000 MF2 8.750 7.500 $ 895.66 360 1-Dec-29 $ 113,718.52
7971906 XXXX XXXXX XX 00000 SFD 8.375 7.500 $ 490.28 360 1-Dec-29 $ 64,374.19
7972040 XXXXXXXX XX 00000 MF2 9.375 7.500 $1,066.72 000 0-Xxx-00 $ 128,054.18
7972547 XXXXXXXXX XX 00000 MF2 9.000 7.500 $ 204.21 360 1-Jan-30 $ 25,366.14
7972600 XXXX XXXXXXX XX 00000 SFD 8.875 7.500 $1,456.03 360 1-Jan-30 $ 182,897.41
7972865 XXXXXXXXX XXXXX XX 00000 SFD 8.625 7.500 $ 877.35 360 1-Dec-29 $ 112,666.32
7973172 XXXXXXXX XX 00000 LCO 9.375 7.500 $ 2,383.06 000 0-Xxx-00 $ 286,074.55
7973221 XXXX XXXXX XXXXXX XX 00000 SFD 8.500 7.500 $2,199.09 360 1-Dec-29 $ 285,652.26
7973748 XXXX XX 00000 SFD 9.750 7.500 $ 308.35 360 1-Dec-29 $ 35,856.38
7975048 XXXXXXXX XX 00000 SFD 8.875 7.500 $ 547.40 360 1-Dec-29 $ 68,722.58
7975598 XXXXXXXX XX 00000 SFD 9.625 7.500 $ 558.52 000 0-Xxx-00 $ 65,613.66
7975743 XXXXXXXXX XX 00000 SFD 9.125 7.500 $ 572.19 360 1-Dec-29 $ 70,246.83
7976749 XXX XXXXXX XX 00000 SFD 9.250 7.500 $ 546.42 360 1-Dec-29 $ 66,350.87
7978494 XXXXXXX XX 00000 SFD 8.500 7.500 $ 752.77 360 1-Jan-30 $ 97,840.69
7980163 XXXXXXX XX 00000 HCT 8.875 7.500 $ 757.45 360 1-Dec-29 $ 94,992.87
7980384 XXXXXXXX XX 00000 MF4 9.500 7.500 $ 617.52 360 1-Dec-29 $ 73,367.47
7980799 XXXXXXX XX 00000 SFD 8.750 7.500 $ 955.84 360 1-Jan-30 $ 121,430.10
7981339 XXXXXX XX 00000 SFD 9.000 7.500 $ 876.23 360 1-Dec-29 $ 108,679.84
7981487 XXXXXX XXXX XX 00000 SFD 7.875 7.500 $3,128.82 360 1-Dec-29 $ 430,924.11
7982056 XXXXXXXX XX 00000 SFD 9.375 7.500 $ 582.22 360 1-Dec-29 $ 68,415.98
7982117 XXXXXX XXXXX XX 00000 SFD 8.750 7.500 $ 636.42 360 1-Dec-29 $ 80,804.58
7982722 XXXXXXXX XXX XX 00000 SFD 9.000 7.500 $ 876.23 360 1-Dec-29 $ 108,780.59
7982971 XXXXXXXXXX XX 00000 MF2 9.875 7.500 $ 341.52 360 1-Jan-30 $ 39,312.13
7983629 XXXXXXXXX XX 00000 SFD 8.875 7.500 $ 644.47 360 1-Jan-30 $ 80,954.59
7985352 XXXXXXX XX 00000 SFD 9.500 7.500 $ 174.06 360 1-Dec-29 $ 20,663.05
7985478 XXXXXX XXXX XX 00000 PUD 8.875 7.500 $ 327.81 360 1-Dec-29 $ 41,153.63
7985564 XXXXXX XX 00000 SFD 9.250 7.500 $ 503.48 360 1-Jan-30 $ 61,168.27
7985697 XXXX XXXXX XX 00000 MF2 8.500 7.500 $ 445.97 360 1-Dec-29 $ 57,929.47
7987029 XXXXXX XX 00000 SFD 9.125 7.500 $ 384.44 360 1-Dec-29 $ 47,199.48
7987045 XXXXXX XX 00000 SFD 9.125 7.500 $ 366.13 360 1-Dec-29 $ 44,951.94
7987708 XXXXXXXXXX XX 00000 SFD 9.250 7.500 $ 200.40 360 1-Jan-30 $ 24,347.37
7987912 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $ 822.78 360 1-Dec-29 $ 103,293.61
7987928 XXXXXXXXX XX 00000 LCO 9.000 7.500 $ 858.53 360 1-Feb-30 $ 106,700.00
7988292 XXXX XXXXX XX 00000 SFD 8.250 7.500 $ 728.98 360 1-Dec-29 $ 96,908.82
7988756 XXXXXXX XXXXXXXX XX 00000 SFD 8.750 7.500 $ 1,491.58 360 1-Dec-29 $ 189,381.04
7989240 XXXXXXXXXX XX 00000 SFD 8.625 7.500 $1,493.36 360 1-Dec-29 $ 191,458.78
7990165 XXXXXXXXXXXX XX 00000 SFD 8.625 7.500 $1,652.03 360 1-Feb-30 $ 212,400.00
7990221 XXXXX XX 00000 SFD 9.250 7.500 $ 333.18 360 1-Jan-30 $ 40,479.01
7990436 XXXXXXXXX XX 00000 SFD 9.000 7.500 $ 590.19 360 1-Dec-29 $ 73,269.57
7990569 XXXXXXXXXXX XX 00000 SFD 7.750 7.483 $ 431.35 360 1-Dec-29 $ 60,124.74
7991077 XXXX XXXXXX XX 00000 SFD 9.500 7.500 $ 832.45 360 1-Jan-30 $ 98,951.30
7991567 XXXXXXX XX 00000 MF3 9.375 7.500 $1,609.44 360 1-Jan-30 $ 193,402.28
7992484 XXXXXXXXX XXX XX 00000 SFD 8.750 7.500 $ 587.67 360 1-Jan-30 $ 74,657.02
7992626 XXXXXXX XX 00000 SFD 9.125 7.500 $ 511.78 360 1-Dec-29 $ 62,832.79
7993501 XXXXXXX XX 00000 LCO 8.375 7.500 $ 1,368.13 360 1-Jan-30 $ 179,888.12
7993560 XXXXXX XX 00000 SFD 9.250 7.500 $ 281.35 360 1-Dec-29 $ 34,164.41
7993951 XX XXXX XX 00000 SFD 8.500 7.500 $ 959.60 360 1-Dec-29 $ 124,448.26
7994179 XXXXXXXXXXXX XX 00000 SFD 9.000 7.500 $ 321.85 360 1-Dec-29 $ 39,677.56
7994424 XXXX XXXXX XX 00000 SFD 8.250 7.500 $1,803.04 360 1-Jan-30 $ 239,846.96
7995106 XXXXXXXXXXX XX 00000 SFD 9.625 7.500 $ 1,121.99 360 1-Jan-30 $ 131,936.76
7995237 XXXXXXXX XX 00000 SFD 9.250 7.500 $ 493.61 360 1-Jan-30 $ 59,968.89
7995710 XXXXXXXXXX XX 00000 SFD 9.000 7.500 $ 308.98 360 1-Dec-29 $ 38,357.88
7995884 XXXX XXXXXXXXX XX 00000 SFD 9.875 7.500 $ 304.01 360 1-Jan-30 $ 34,994.09
7996070 XXXXXXX XX 00000 MF4 8.875 7.500 $ 1,254.73 360 1-Jan-30 $ 157,611.59
7996446 XXXXXXXXXXX XX 00000 SFD 9.000 7.500 $ 1,126.47 360 1-Jan-30 $ 139,923.53
7996788 XXXXXXX XX 00000 SFD 10.000 7.500 $ 789.81 360 1-Jan-30 $ 89,960.19
7997062 XXXXXXXXXX XX 00000 SFD 8.375 7.500 $ 467.44 360 1-Dec-29 $ 61,423.29
7997693 XXXXXXX XXXXXX XX 00000 SFD 9.250 7.500 $ 1,192.88 360 1-Jan-30 $ 144,924.83
7998208 XXXXXXXXXXXX XX 00000 SFD 8.875 7.500 $ 683.86 360 1-Dec-29 $ 85,853.27
7998264 XXXXXXXXXXXX XX 00000 SFD 8.375 7.500 $1,428.94 360 1-Dec-29 $ 187,765.47
7999224 XXXXXXXX XX 00000 LCO 8.625 7.500 $1,039.90 360 1-Dec-29 $ 133,541.57
8000420 XXXXXX XX 00000 SFD 8.750 7.500 $ 135.71 360 1-Jan-30 $ 17,240.07
8001263 XXXXXXXXX XX 00000 MF4 8.875 7.500 $ 673.91 360 1-Jan-30 $ 84,652.52
8001412 XXXXXX XX 00000 SFD 8.750 7.500 $ 680.18 360 1-Dec-29 $ 86,340.01
8001432 XXXX XX 00000 LCO 9.000 7.500 $ 425.36 360 1-Jan-30 $ 52,836.13
8004298 XXXXXX XX 00000 MF2 8.375 7.500 $ 2,217.51 360 1-Feb-30 $ 291,750.00
8004735 XXXXXXXXXX XX 00000 SFD 8.500 7.500 $ 922.70 360 1-Jan-30 $ 119,927.30
8006126 XXXXXXXXX XX 00000 PUD 8.750 7.500 $ 602.85 360 1-Jan-30 $ 76,585.91
8006880 XXXXXXXXXX XX 00000 SFD 8.875 7.500 $ 960.34 360 1-Jan-30 $ 120,632.34
8007413 XXXXXXX XX 00000 SFD 8.625 7.500 $ 375.67 360 1-Jan-30 $ 48,271.49
8007929 XXXXXXXXX XX 00000 SFD 8.500 7.500 $ 886.94 360 1-Jan-30 $ 115,280.12
8008787 XXXXXX XX 00000 LCO 9.250 7.500 $ 1,132.00 360 1-Jan-30 $ 137,528.67
8009362 XXXXXXX XX 00000 SFD 9.250 7.500 $ 508.72 360 1-Jan-30 $ 61,804.94
8009633 XXXXXX XX 00000 SFD 9.000 7.500 $ 470.70 360 1-Jan-30 $ 58,468.05
8010549 XXXXXXXXXXX XX 00000 MF3 9.500 7.500 $ 423.79 360 1-Jan-30 $ 50,375.21
8011034 XXXXXXXXXX XX 00000 MF2 10.000 7.500 $ 387.01 360 1-Jan-30 $ 44,080.49
8011043 XXXXXXXXXX XX 00000 MF2 10.000 7.500 $ 420.97 360 1-Jan-30 $ 47,948.78
8011737 XXXXXXX XX 00000 MF4 8.125 7.500 $ 891.00 360 1-Jan-30 $ 119,921.50
8012348 XXXXXXXXXXX XX 00000 SFD 8.625 7.500 $ 457.03 360 1-Jan-30 $ 58,725.31
8014422 XXXXX XX 00000 SFD 8.500 7.500 $ 480.57 360 1-Jan-30 $ 62,462.14
8015404 XXXXX XX 00000 SFD 8.250 7.500 $ 626.56 360 1-Jan-30 $ 83,346.82
8015579 XXXX XXXXX XX 00000 SFD 8.750 7.500 $ 1,621.59 360 1-Jan-30 $ 206,006.40
8016758 XXXXXXX XX 00000 MF3 8.750 7.500 $ 1,056.15 360 1-Jan-30 $ 134,172.76
8016991 XXXXX XXXXXX XX 00000 SFD 9.125 7.500 $ 413.65 360 1-Jan-30 $ 50,812.95
8017267 XXXXX XXXXX XX 00000 SFD 8.375 7.500 $ 921.59 360 1-Jan-30 $ 121,174.63
8018113 XXXXXX XX 00000 LCO 9.125 7.500 $ 2,278.17 360 1-Feb-30 $ 280,000.00
8019386 XXXXXXX XX 00000 MF4 9.500 7.500 $ 423.58 360 1-Feb-30 $ 50,375.00
8019403 XXXXXXX XX 00000 SFD 9.500 7.500 $ 353.16 360 1-Feb-30 $ 42,000.00
8020400 XXXXXXXX XX 00000 LCO 8.375 7.500 $ 705.99 360 1-Jan-30 $ 92,827.27
8020812 XXXXXXX XX 00000 MF2 8.375 7.500 $ 836.08 360 1-Jan-30 $ 109,931.63
8021736 XXXXXXX XX 00000 SFD 9.000 7.500 $ 1,470.05 360 1-Jan-30 $ 182,600.20
8022645 XXXXXXX XX 00000 LCO 10.000 7.500 $ 479.52 360 1-Feb-30 $ 54,642.00
8023302 XXXXX XX 00000 SFD 8.750 7.500 $ 424.82 360 1-Jan-30 $ 53,926.91
8023502 XXXXXX XX 00000 MF3 9.625 7.500 $ 592.87 360 1-Jan-30 $ 69,716.58
8024436 XXXXX XXX XXXXX XX 00000 LCO 9.000 7.500 $ 630.45 360 1-Feb-30 $ 78,353.00
8024651 XXX XXXXXX XX 00000 MF2 8.875 7.500 $ 643.76 360 1-Feb-30 $ 80,910.00
8024688 XXXXXX XXXX XX 00000 SFD 9.875 7.500 $1,979.84 360 1-Jan-30 $ 227,896.41
8024906 XXXXX XX 00000 LCO 9.000 7.500 $ 669.45 360 1-Jan-30 $ 83,154.55
0000000 XXX XXXX XXXX XX 00000 SFD 8.500 7.500 $ 3,290.95 360 1-Jan-30 $ 427,740.72
8025752 XXXXX XX 00000 SFD 8.375 7.500 $ 266.94 360 1-Feb-30 $ 35,120.00
8026210 XXXXXXX XX 00000 SFD 8.875 7.500 $ 327.81 360 1-Feb-30 $ 41,200.00
8026392 XXXXX XXXX XX 00000 LCO 9.125 7.500 $ 2,440.90 360 1-Feb-30 $ 300,000.00
8026505 XXXXX XXXX XX 00000 MF2 8.500 7.500 $ 3,352.46 360 1-Jan-30 $ 435,735.87
8027742 XXXXXXX XX 00000 SFD 9.875 7.500 $ 537.51 360 1-Jan-30 $ 61,871.88
8028207 XXXXXXXXXXX XX 00000 SFD 10.000 7.500 $ 473.89 360 1-Jan-30 $ 53,976.11
8029291 XXXXXXXX XX 00000 MF2 8.875 7.500 $ 368.78 360 1-Feb-30 $ 46,350.00
8029401 XXXXXXXXXXXX XX 00000 SFD 8.750 7.500 $ 419.70 360 1-Feb-30 $ 53,350.00
8030418 XXXXXXXXXX XX 00000 MF2 9.875 7.500 $ 484.54 360 1-Jan-30 $ 55,774.65
8031806 XXXXXXXX XX 00000 MF3 8.875 7.500 $ 716.08 360 1-Feb-30 $ 90,000.00
8037477 XXXXXXXXXXXXX XX 00000 SFD 9.375 7.500 $ 500.21 360 1-Feb-30 $ 60,140.00
8037710 XXXX XX 00000 LCT 8.875 7.500 $ 1,193.47 360 1-Feb-30 $ 150,000.00
8038241 XXXXXXX XX 00000 SFD 9.000 7.500 $ 1,046.01 360 1-Feb-30 $ 130,000.00
8039078 XXXXXXXXXX XXXXX XX 00000 SFD 8.625 7.500 $ 700.21 360 1-Feb-30 $ 90,025.00
8039694 XXXXXX XX 00000 LCO 8.500 7.500 $ 461.35 360 1-Feb-30 $ 60,000.00
8044171 XXXXXXXX XXXX XX 00000 SFD 9.375 7.500 $ 550.20 360 1-Feb-30 $ 66,150.00
$153,710,118.31
TABLE (CONTINUED)
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ------- -------- --------- ------- ------- --------------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ------- -------- --------- ------- ------- --------------
4858058 63.40 0.250 0.017 0.000
4863271 78.00 0.250 0.017 0.000
4865841 80.00 0.250 0.017 0.000
4891125 79.99 0.250 0.017 0.000
4895363 68.87 0.250 0.017 0.733
4914624 84.18 33 0.250 0.017 0.483
4933149 89.98 33 0.250 0.017 0.608
4940378 79.89 0.250 0.017 0.000
4941807 76.71 0.250 0.017 0.000
4944726 89.99 06 0.250 0.017 0.733
4945342 70.00 0.250 0.017 0.108
4948223 90.00 01 0.250 0.017 0.858
4950279 83.33 06 0.250 0.017 0.108
4952222 84.54 33 0.250 0.017 0.000
4953644 54.63 0.250 0.017 0.000
4953870 70.00 0.250 0.017 0.000
4954814 90.00 33 0.250 0.017 0.000
4954833 59.57 0.250 0.017 0.108
4956874 83.08 17 0.250 0.017 0.000
4958667 61.19 0.250 0.017 0.000
4961360 89.95 17 0.250 0.017 0.983
4961364 80.00 0.250 0.017 0.483
4962118 79.99 0.250 0.017 0.233
4962495 89.94 13 0.250 0.017 0.108
4962776 56.43 0.250 0.017 0.608
4966949 69.95 0.250 0.017 0.000
4967723 80.00 0.250 0.017 0.108
4968218 79.71 0.250 0.017 0.108
4968439 80.00 0.250 0.017 0.000
4970251 69.85 0.250 0.017 0.000
4970770 89.98 11 0.250 0.017 0.483
4970852 90.00 38 0.250 0.017 0.108
4970900 80.00 0.250 0.017 0.983
4970909 80.00 0.250 0.017 0.983
4970914 80.00 0.250 0.017 0.983
4972466 85.00 06 0.250 0.017 0.000
4973841 80.00 0.250 0.017 0.608
4973970 70.00 0.250 0.017 0.000
4975084 80.00 0.250 0.017 0.000
4975321 79.98 0.250 0.017 0.000
4975748 90.00 17 0.250 0.017 0.483
4976095 85.00 33 0.250 0.017 0.233
4976405 80.00 0.250 0.017 0.000
4976572 57.03 0.250 0.017 0.000
4979131 95.00 06 0.250 0.017 0.000
4979223 80.00 0.250 0.017 0.000
4979501 90.00 12 0.250 0.017 0.000
4979631 79.94 0.250 0.017 0.108
4980575 79.97 0.250 0.017 0.000
4980832 80.00 0.250 0.017 0.608
4983156 80.00 0.250 0.017 0.000
4984669 58.20 0.250 0.017 0.000
4986249 80.00 0.250 0.017 0.000
4987584 85.00 17 0.250 0.017 0.858
4989716 87.84 06 0.250 0.017 0.733
4991159 95.00 33 0.250 0.017 0.733
4991161 90.00 17 0.250 0.017 0.108
4991603 80.00 0.250 0.017 0.233
4992533 69.93 0.250 0.017 0.733
4993284 90.00 17 0.250 0.017 0.858
4995343 22.50 0.250 0.017 0.108
4998330 80.00 0.250 0.017 0.000
4999510 83.80 17 0.250 0.017 0.000
4999559 68.97 0.250 0.017 0.000
5001815 59.06 0.250 0.017 0.000
5002934 90.00 06 0.250 0.017 0.000
5003104 82.00 17 0.250 0.017 0.608
5005907 80.00 0.250 0.017 0.000
5007301 57.46 0.250 0.017 0.858
5008177 90.00 33 0.250 0.017 0.000
5009669 68.00 0.250 0.017 0.733
5009678 70.00 0.250 0.017 0.733
5009732 77.11 0.250 0.017 0.000
5010013 38.42 0.250 0.017 0.000
5010646 74.91 0.250 0.017 0.108
5011824 90.00 13 0.250 0.017 0.000
5012677 82.42 17 0.250 0.017 0.108
5017442 68.97 0.250 0.017 0.000
5020775 90.00 06 0.250 0.017 0.233
5021032 80.00 0.250 0.017 0.358
5021980 90.00 17 0.250 0.017 0.108
5022019 90.00 11 0.250 0.017 0.483
5023646 95.00 17 0.250 0.017 0.000
5025328 90.00 06 0.250 0.017 0.733
5025981 58.82 0.250 0.017 0.000
5026493 90.00 17 0.250 0.017 0.358
5027462 85.00 06 0.250 0.017 0.000
5028831 79.64 0.250 0.017 0.983
5028903 58.67 0.250 0.017 0.000
5028963 74.98 0.250 0.017 0.000
5030591 90.00 06 0.250 0.017 0.358
5031194 76.80 0.250 0.017 0.608
5031564 90.00 17 0.250 0.017 1.233
5032432 94.89 17 0.250 0.017 0.233
5035804 80.00 0.250 0.017 0.000
5036726 72.73 0.250 0.017 0.000
5037400 80.00 0.250 0.017 0.000
5037410 90.00 17 0.250 0.017 0.108
5039475 80.00 0.250 0.017 1.483
5039496 80.00 0.250 0.017 0.000
5039570 63.85 0.250 0.017 0.000
5039609 49.55 0.250 0.017 0.000
5041299 86.30 17 0.250 0.017 1.108
5044229 90.00 12 0.250 0.017 0.733
5045061 80.00 0.250 0.017 0.233
5045089 90.00 06 0.250 0.017 0.733
5045092 80.00 0.250 0.017 0.000
5045105 80.00 0.250 0.017 0.358
5045160 77.50 0.250 0.017 0.000
5045345 90.00 33 0.250 0.017 1.733
5045751 64.96 0.250 0.017 0.000
5045759 90.00 06 0.250 0.017 0.108
5045810 87.75 06 0.250 0.017 1.733
5045817 90.00 06 0.250 0.017 1.733
5045876 80.00 0.250 0.017 0.000
5045886 90.00 01 0.250 0.017 0.000
5045887 90.00 06 0.250 0.017 0.733
5045954 80.00 0.250 0.017 0.000
5045973 80.00 0.250 0.017 0.000
5046058 85.24 12 0.250 0.017 0.000
5046095 55.00 0.250 0.017 0.608
5046114 80.00 0.250 0.017 0.233
5046124 57.36 0.250 0.017 0.233
5046188 90.00 06 0.250 0.017 0.733
5046276 59.94 0.250 0.017 0.608
5046514 90.00 12 0.250 0.017 0.000
5046908 55.00 0.250 0.017 0.000
5046957 42.81 0.250 0.017 0.108
5046987 90.00 06 0.250 0.017 0.608
5047009 90.00 12 0.250 0.017 0.000
5047027 80.00 0.250 0.017 0.000
5047069 80.00 0.250 0.017 0.000
5047872 90.00 33 0.250 0.017 0.983
5048386 69.88 0.250 0.017 0.608
5048517 80.00 0.250 0.017 0.000
5048563 80.00 0.250 0.017 0.000
5048719 87.48 06 0.250 0.017 0.483
5049302 89.99 01 0.250 0.017 0.983
5050723 80.00 0.250 0.017 0.233
5052178 90.00 33 0.250 0.017 0.233
5052180 90.00 33 0.250 0.017 0.233
5053591 76.80 0.250 0.017 1.358
5053595 76.80 0.250 0.017 1.358
5053600 76.80 0.250 0.017 1.358
5053603 76.80 0.250 0.017 1.358
5054446 66.22 0.250 0.017 0.358
5055714 39.11 0.250 0.017 0.358
5056003 79.99 0.250 0.017 0.000
5057913 70.00 0.250 0.017 0.733
5058009 74.49 0.250 0.017 0.983
5058542 70.00 0.250 0.017 0.733
5059221 90.00 17 0.250 0.017 1.108
5062413 80.16 33 0.250 0.017 0.608
5062417 80.00 0.250 0.017 1.108
5063640 90.00 01 0.250 0.017 0.733
5063872 80.00 0.250 0.017 0.233
5064758 90.00 01 0.250 0.017 0.733
5064980 87.58 01 0.250 0.017 0.608
5067642 90.00 01 0.250 0.017 1.483
5067836 72.46 0.250 0.017 0.733
5068190 90.00 01 0.250 0.017 1.233
5068243 80.00 0.250 0.017 0.608
5068305 45.60 0.250 0.017 0.733
5068906 95.00 11 0.250 0.017 0.108
5069666 80.00 0.250 0.017 0.483
5069746 79.73 0.250 0.017 0.733
5069837 80.00 0.250 0.017 0.483
5071086 80.00 0.250 0.017 0.608
5071110 78.93 0.250 0.017 0.000
5071114 76.92 0.250 0.017 0.000
5072144 90.00 33 0.250 0.017 0.733
5072399 70.00 0.250 0.017 0.483
5072667 89.99 17 0.250 0.017 0.733
5072774 89.99 33 0.250 0.017 0.733
5073110 78.63 0.250 0.017 0.858
5073542 80.00 0.250 0.017 0.000
5073765 90.00 01 0.250 0.017 1.483
5074151 76.84 0.250 0.017 0.000
5074434 90.00 17 0.250 0.017 1.108
5074921 70.00 0.250 0.017 0.000
5074970 78.92 0.250 0.017 0.000
5074992 59.47 0.250 0.017 0.858
5075085 70.00 0.250 0.017 0.000
5075506 79.98 0.250 0.017 0.608
5075699 80.00 0.250 0.017 0.233
5076030 80.00 0.250 0.017 0.233
5076067 80.00 0.250 0.017 0.233
5076074 79.19 0.250 0.017 0.233
5076079 78.63 0.250 0.017 0.233
5076352 80.00 0.250 0.017 0.233
5077145 70.00 0.250 0.017 0.733
5077368 70.00 0.250 0.017 0.483
5077712 94.96 11 0.250 0.017 1.108
5077799 85.00 33 0.250 0.017 0.608
5077858 90.00 11 0.250 0.017 1.358
5079177 79.99 0.250 0.017 0.108
5079598 78.38 0.250 0.017 0.733
5079664 78.00 0.250 0.017 0.483
5079953 64.33 0.250 0.017 0.983
5080531 90.00 01 0.250 0.017 1.483
5080629 77.94 0.250 0.017 0.983
5080633 77.71 0.250 0.017 0.983
5080634 77.49 0.250 0.017 0.983
5080636 77.94 0.250 0.017 0.983
5080639 79.98 0.250 0.017 0.108
5080850 68.83 0.250 0.017 0.983
5080998 54.38 0.250 0.017 0.608
5081008 80.00 0.250 0.017 0.983
5081504 80.00 0.250 0.017 1.108
5081885 64.63 0.250 0.017 0.858
5082065 79.76 0.250 0.017 0.483
5082278 90.00 01 0.250 0.017 0.608
5082280 85.00 17 0.250 0.017 1.108
5083004 63.86 0.250 0.017 0.858
5083341 95.00 01 0.250 0.017 0.858
5083389 90.00 17 0.250 0.017 1.233
5084001 75.00 0.250 0.017 0.108
5084007 90.00 06 0.250 0.017 0.733
5084071 83.82 06 0.250 0.017 1.108
5084742 70.00 0.250 0.017 0.608
5084885 80.00 0.250 0.017 1.358
5084891 60.00 0.250 0.017 1.108
5084905 90.00 12 0.250 0.017 1.608
5084908 90.00 06 0.250 0.017 1.608
5085041 80.00 0.250 0.017 0.858
5086445 90.00 01 0.250 0.017 1.108
5086740 80.00 0.250 0.017 0.108
5087086 80.00 0.250 0.017 0.983
5087542 75.00 0.250 0.017 1.108
5087731 90.00 33 0.250 0.017 1.483
5088006 89.96 17 0.250 0.017 0.983
5088114 80.00 0.250 0.017 1.108
5088734 80.00 0.250 0.017 1.358
5089553 90.00 01 0.250 0.017 1.483
5089566 89.80 01 0.250 0.017 0.983
5089616 76.55 0.250 0.017 1.108
5089777 90.00 01 0.250 0.017 1.608
5090227 71.94 0.250 0.017 0.858
5090397 80.00 0.250 0.017 0.483
5090897 65.00 0.250 0.017 0.733
5090938 68.37 0.250 0.017 0.983
5091327 80.00 0.250 0.017 1.608
5091902 90.00 17 0.250 0.017 1.483
5092255 90.00 13 0.250 0.017 1.233
5092703 66.67 0.250 0.017 0.733
5093529 90.00 01 0.250 0.017 1.233
5094822 80.00 0.250 0.017 0.608
5094957 67.90 0.250 0.017 0.983
5095518 80.00 0.250 0.017 1.108
5096122 80.00 0.250 0.017 0.983
5096132 79.98 0.250 0.017 0.983
5096181 85.00 13 0.250 0.017 1.233
5096205 84.77 33 0.250 0.017 1.358
5096208 83.72 01 0.250 0.017 0.233
5096251 66.67 0.250 0.017 0.358
5096554 90.00 33 0.250 0.017 0.983
5096601 90.00 33 0.250 0.017 1.358
5096816 79.98 0.250 0.017 0.983
5097802 75.00 0.250 0.017 1.108
5097991 90.00 01 0.250 0.017 1.108
5097994 90.00 01 0.250 0.017 1.108
5098164 79.43 0.250 0.017 0.983
5098222 70.00 0.250 0.017 1.108
5098426 80.00 0.250 0.017 0.000
5099216 95.00 01 0.250 0.017 1.608
5099230 80.00 0.250 0.017 0.858
5099282 47.74 0.250 0.017 1.108
5099435 78.33 0.250 0.017 2.108
5099483 79.00 0.250 0.017 1.733
5099614 80.00 0.250 0.017 0.858
5100233 73.71 0.250 0.017 0.733
5100328 61.90 0.250 0.017 1.108
5100484 69.07 0.250 0.017 0.483
5100691 80.00 0.250 0.017 0.983
5101069 80.00 0.250 0.017 1.483
5101326 80.00 0.250 0.017 0.000
5102063 90.00 33 0.250 0.017 1.108
5102144 65.45 0.250 0.017 1.108
5104145 80.00 0.250 0.017 1.108
5104698 90.00 06 0.250 0.017 1.108
5104879 79.99 0.250 0.017 0.608
5104924 90.00 01 0.250 0.017 1.733
5105207 90.00 01 0.250 0.017 2.108
5105273 57.85 0.250 0.017 1.358
5105413 69.08 0.250 0.017 0.733
5105548 90.00 01 0.250 0.017 1.483
5105571 69.08 0.250 0.017 0.858
5105583 69.08 0.250 0.017 0.733
5105587 69.08 0.250 0.017 0.858
5105767 80.00 0.250 0.017 1.108
5105944 79.39 0.250 0.017 1.608
5106102 70.00 0.250 0.017 1.483
5106546 85.00 13 0.250 0.017 0.358
5106582 60.34 0.250 0.017 1.233
5106806 62.50 0.250 0.017 0.983
5107077 79.99 0.250 0.017 1.108
5107164 90.00 01 0.250 0.017 1.108
5107795 80.00 0.250 0.017 1.233
5108432 90.00 13 0.250 0.017 1.108
5108743 89.97 12 0.250 0.017 1.108
5109096 64.00 0.250 0.017 1.108
5109259 78.97 0.250 0.017 0.108
5109306 70.00 0.250 0.017 0.983
5109462 65.16 0.250 0.017 0.733
5109518 80.00 0.250 0.017 0.608
5109528 70.00 0.250 0.017 0.983
5110385 80.00 0.250 0.017 0.858
5110755 80.00 0.250 0.017 1.358
5111228 80.00 0.250 0.017 0.983
5111690 90.00 06 0.250 0.017 0.858
5112059 80.00 0.250 0.017 0.983
5113497 90.00 11 0.250 0.017 1.358
5113815 80.00 0.250 0.017 0.858
5114435 80.00 0.250 0.017 1.108
5115093 75.00 0.250 0.017 1.233
5115211 90.00 01 0.250 0.017 1.358
5115735 90.00 17 0.250 0.017 1.858
5116218 90.00 01 0.250 0.017 1.608
5116222 90.00 33 0.250 0.017 1.608
5116870 80.00 0.250 0.017 1.108
5117358 90.00 33 0.250 0.017 0.733
5117996 58.59 0.250 0.017 1.608
5118088 89.99 33 0.250 0.017 1.108
5118153 90.00 11 0.250 0.017 1.358
5118280 80.00 0.250 0.017 1.608
5118646 80.00 0.250 0.017 0.483
5118726 85.00 38 0.250 0.017 1.358
5119446 90.00 01 0.250 0.017 1.108
5119544 89.90 33 0.250 0.017 1.233
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7871552 97.00 06 0.250 0.017 0.108
7871596 90.00 33 0.250 0.017 1.233
7871687 90.00 01 0.250 0.017 1.108
7872309 90.00 17 0.250 0.017 1.358
7872755 74.98 0.250 0.017 0.733
7873279 75.00 0.250 0.017 1.608
7874293 78.33 0.250 0.017 0.358
7874508 80.00 0.250 0.017 0.108
7875207 79.41 0.250 0.017 0.733
7875718 90.00 01 0.250 0.017 1.233
7876857 90.00 17 0.250 0.017 0.983
7876929 90.00 01 0.250 0.017 0.983
7877508 80.00 0.250 0.017 0.483
7878344 90.00 17 0.250 0.017 0.608
7878368 90.00 01 0.250 0.017 0.858
7879869 90.00 01 0.250 0.017 1.233
7881233 80.00 0.250 0.017 1.733
7881326 97.00 01 0.250 0.017 1.608
7881366 89.96 01 0.250 0.017 1.233
7881666 74.99 0.250 0.017 0.483
7882182 90.00 17 0.250 0.017 0.733
7882228 90.00 11 0.250 0.017 1.608
7882242 90.00 17 0.250 0.017 1.108
7882268 80.00 0.250 0.017 0.608
7882654 96.82 17 0.250 0.017 0.000
7883402 90.00 11 0.250 0.017 0.358
7883489 80.00 0.250 0.017 0.983
7883927 90.00 01 0.250 0.017 0.733
7884783 78.18 0.250 0.017 0.358
7885769 80.00 0.250 0.017 0.983
7886775 97.00 06 0.250 0.017 0.483
7886990 80.00 0.250 0.017 0.858
7887384 83.21 11 0.250 0.017 1.108
7888254 69.36 0.250 0.017 0.233
7888430 95.01 17 0.250 0.017 0.608
7889319 97.00 17 0.250 0.017 0.608
7889613 80.00 0.250 0.017 0.233
7889701 80.00 0.250 0.017 0.483
7889771 32.26 0.250 0.017 0.983
7889794 69.07 0.250 0.017 0.608
7890062 90.00 01 0.250 0.017 1.233
7890504 89.24 01 0.250 0.017 0.983
7890612 90.00 17 0.250 0.017 1.483
7890954 79.99 0.250 0.017 0.733
7891103 80.00 0.250 0.017 1.358
7891557 75.00 0.250 0.017 0.858
7891813 90.00 17 0.250 0.017 1.608
7892161 95.00 06 0.250 0.017 1.483
7893183 70.00 0.250 0.017 1.608
7893475 20.74 0.250 0.017 1.483
7893585 90.00 17 0.250 0.017 0.983
7893846 97.00 01 0.250 0.017 1.108
7894061 90.00 01 0.250 0.017 0.733
7894685 90.00 33 0.250 0.017 0.983
7895781 90.00 06 0.250 0.017 1.733
7896064 97.00 01 0.250 0.017 0.000
7896430 80.00 0.250 0.017 1.858
7896898 79.84 0.250 0.017 0.733
7896922 80.00 0.250 0.017 0.483
7897093 97.00 06 0.250 0.017 0.108
7898367 80.00 0.250 0.017 1.733
7899170 90.00 17 0.250 0.017 0.983
7899177 90.00 17 0.250 0.017 0.983
7899178 90.00 17 0.250 0.017 0.983
7899237 80.00 0.250 0.017 1.108
7899741 97.00 01 0.250 0.017 0.733
7899817 80.00 0.250 0.017 0.733
7900061 91.39 01 0.250 0.017 1.233
7900076 68.67 0.250 0.017 0.733
7900457 97.00 13 0.250 0.017 0.983
7900914 90.00 01 0.250 0.017 0.983
7902473 85.00 11 0.250 0.017 1.233
7902493 60.00 0.250 0.017 0.983
7904022 97.00 01 0.250 0.017 0.608
7904395 80.00 0.250 0.017 0.733
7904795 81.77 13 0.250 0.017 1.108
7905117 62.12 0.250 0.017 1.233
7905775 90.00 06 0.250 0.017 1.358
7906850 96.96 33 0.250 0.017 0.233
7908000 89.99 01 0.250 0.017 1.108
7908428 80.00 0.250 0.017 0.983
7908762 76.45 0.250 0.017 0.983
7909098 55.56 0.250 0.017 0.733
7909126 90.00 33 0.250 0.017 1.608
7910068 50.00 0.250 0.017 1.108
7911210 80.00 0.250 0.017 1.608
7911533 80.00 0.250 0.017 0.483
7912886 80.00 0.250 0.017 1.108
7913545 80.00 0.250 0.017 0.733
7913604 90.00 01 0.250 0.017 1.108
7914014 89.57 11 0.250 0.017 1.233
7914834 90.00 11 0.250 0.017 0.983
7915024 79.97 0.250 0.017 0.983
7915142 74.66 0.250 0.017 1.108
7916144 90.00 01 0.250 0.017 1.608
7916507 65.00 0.250 0.017 0.983
7916598 80.00 0.250 0.017 1.233
7916931 97.00 33 0.250 0.017 0.983
7916982 79.99 0.250 0.017 0.858
7918000 79.99 0.250 0.017 1.483
7918460 85.00 06 0.250 0.017 1.608
7918504 89.72 06 0.250 0.017 1.233
7918575 90.00 11 0.250 0.017 1.483
7918578 80.00 0.250 0.017 0.108
7919433 90.00 01 0.250 0.017 1.233
7919594 90.00 01 0.250 0.017 1.358
7919898 90.00 33 0.250 0.017 0.858
7921443 60.00 0.250 0.017 0.733
7921750 60.57 0.250 0.017 0.983
7921801 79.99 0.250 0.017 0.000
7924550 90.00 01 0.250 0.017 2.108
7924972 90.00 01 0.250 0.017 1.233
7925426 89.97 33 0.250 0.017 1.608
7926096 64.00 0.250 0.017 1.108
7926282 97.00 06 0.250 0.017 0.858
7926528 96.96 33 0.250 0.017 1.358
7927543 49.50 0.250 0.017 0.733
7930054 90.00 11 0.250 0.017 1.483
7930389 80.00 0.250 0.017 0.733
7932658 90.00 33 0.250 0.017 1.733
7933161 78.79 0.250 0.017 1.483
7933323 80.00 0.250 0.017 1.233
7934362 90.00 13 0.250 0.017 1.108
7934892 88.61 17 0.250 0.017 0.233
7935187 76.79 0.250 0.017 0.733
7935536 97.00 11 0.250 0.017 0.483
7935760 95.00 01 0.250 0.017 1.108
7937102 90.00 13 0.250 0.017 1.358
7937602 79.66 0.250 0.017 1.233
7937695 80.00 0.250 0.017 0.358
7938399 62.03 0.250 0.017 0.983
7938431 90.00 33 0.250 0.017 1.358
7939056 95.00 01 0.250 0.017 0.733
7939176 70.64 0.250 0.017 0.358
7939421 90.00 01 0.250 0.017 2.108
7939766 85.00 01 0.250 0.017 1.233
7939992 80.00 0.250 0.017 0.608
7940694 85.00 11 0.250 0.017 0.858
7941657 80.00 0.250 0.017 0.858
7942252 90.00 33 0.250 0.017 1.608
7944445 97.00 11 0.250 0.017 0.733
7944471 97.00 13 0.250 0.017 1.233
7945883 90.00 01 0.250 0.017 0.858
7946465 70.18 0.250 0.017 0.858
7946895 53.06 0.250 0.017 0.733
7947442 97.00 11 0.250 0.017 0.733
7947835 75.00 0.250 0.017 0.858
7948163 89.99 01 0.250 0.017 0.983
7948276 75.00 0.250 0.017 0.983
7948571 70.00 0.250 0.017 1.233
7948893 90.00 33 0.250 0.017 1.108
7950075 80.00 0.250 0.017 0.983
7951042 97.00 17 0.250 0.017 1.233
7951723 75.00 0.250 0.017 0.733
7951936 85.00 01 0.250 0.017 0.733
7952235 71.86 0.250 0.017 1.108
7952664 79.15 0.250 0.017 0.983
7953320 90.00 33 0.250 0.017 1.233
7953380 89.00 01 0.250 0.017 0.858
7954036 90.00 33 0.250 0.017 1.108
7954338 80.00 0.250 0.017 0.983
7954380 95.00 01 0.250 0.017 1.108
7954504 80.00 0.250 0.017 0.983
7955053 90.00 33 0.250 0.017 1.608
7955883 66.50 0.250 0.017 0.858
7956006 40.82 0.250 0.017 0.733
7956213 97.00 06 0.250 0.017 0.000
7956941 80.00 0.250 0.017 1.108
7957091 95.01 33 0.250 0.017 0.858
7957850 90.00 33 0.250 0.017 1.483
7957973 90.00 11 0.250 0.017 1.358
7961052 90.00 33 0.250 0.017 0.733
7961384 89.34 13 0.250 0.017 0.733
7962235 75.00 0.250 0.017 0.983
7962384 90.00 01 0.250 0.017 2.233
7962416 97.00 33 0.250 0.017 0.983
7962709 80.00 0.250 0.017 0.983
7963153 84.62 11 0.250 0.017 1.108
7963501 70.00 0.250 0.017 0.983
7963569 90.00 33 0.250 0.017 0.983
7964184 90.00 11 0.250 0.017 1.233
7964541 90.00 17 0.250 0.017 1.483
7964911 96.98 01 0.250 0.017 1.108
7965479 80.00 0.250 0.017 1.108
7966931 90.00 01 0.250 0.017 2.108
7967461 97.00 01 0.250 0.017 0.983
7967465 65.71 0.250 0.017 0.233
7967487 60.00 0.250 0.017 1.483
7968421 80.00 0.250 0.017 1.108
7968748 89.67 33 0.250 0.017 0.983
7969085 90.00 01 0.250 0.017 0.858
7969568 80.00 0.250 0.017 1.483
7969716 62.00 0.250 0.017 1.108
7969738 62.00 0.250 0.017 1.108
7970186 97.00 06 0.250 0.017 0.858
7971355 80.00 0.250 0.017 1.358
7971641 89.99 01 0.250 0.017 1.608
7971688 89.99 01 0.250 0.017 1.608
7971861 90.00 01 0.250 0.017 0.983
7971906 97.00 33 0.250 0.017 0.608
7972040 90.00 11 0.250 0.017 1.608
7972547 90.00 01 0.250 0.017 1.233
7972600 75.00 0.250 0.017 1.108
7972865 80.00 0.250 0.017 0.858
7973172 75.00 0.250 0.017 1.608
7973221 80.00 0.250 0.017 0.733
7973748 97.00 11 0.250 0.017 1.983
7975048 80.00 0.250 0.017 1.108
7975598 90.00 33 0.250 0.017 1.858
7975743 97.00 01 0.250 0.017 1.358
7976749 90.00 33 0.250 0.017 1.483
7978494 69.98 0.250 0.017 0.733
7980163 70.00 0.250 0.017 1.108
7980384 90.00 01 0.250 0.017 1.733
7980799 90.00 12 0.250 0.017 0.983
7981339 90.00 33 0.250 0.017 1.233
7981487 80.00 0.250 0.017 0.108
7982056 75.35 0.250 0.017 1.608
7982117 97.00 11 0.250 0.017 0.983
7982722 90.00 33 0.250 0.017 1.233
7982971 90.00 17 0.250 0.017 2.108
7983629 90.00 13 0.250 0.017 1.108
7985352 90.00 33 0.250 0.017 1.733
7985478 80.00 0.250 0.017 1.108
7985564 90.00 01 0.250 0.017 1.483
7985697 80.00 0.250 0.017 0.733
7987029 89.15 33 0.250 0.017 1.358
7987045 89.11 33 0.250 0.017 1.358
7987708 90.00 33 0.250 0.017 1.483
7987912 90.00 33 0.250 0.017 1.108
7987928 97.00 01 0.250 0.017 1.233
7988292 97.00 01 0.250 0.017 0.483
7988756 80.00 0.250 0.017 0.983
7989240 80.00 0.250 0.017 0.858
7990165 96.99 01 0.250 0.017 0.858
7990221 90.00 33 0.250 0.017 1.483
7990436 90.00 13 0.250 0.017 1.233
7990569 90.00 33 0.250 0.017 0.000
7991077 90.00 01 0.250 0.017 1.733
7991567 90.00 11 0.250 0.017 1.608
7992484 90.00 33 0.250 0.017 0.983
7992626 85.00 01 0.250 0.017 1.358
7993501 80.00 0.250 0.017 0.608
7993560 90.00 01 0.250 0.017 1.483
7993951 73.85 0.250 0.017 0.733
7994179 80.00 0.250 0.017 1.233
7994424 80.00 0.250 0.017 0.483
7995106 68.75 0.250 0.017 1.858
7995237 60.91 0.250 0.017 1.483
7995710 80.00 0.250 0.017 1.233
7995884 66.06 0.250 0.017 2.108
7996070 95.00 17 0.250 0.017 1.108
7996446 80.00 0.250 0.017 1.233
7996788 90.00 01 0.250 0.017 2.233
7997062 50.00 0.250 0.017 0.608
7997693 69.05 0.250 0.017 1.483
7998208 90.00 01 0.250 0.017 1.108
7998264 80.00 0.250 0.017 0.608
7999224 89.99 06 0.250 0.017 0.858
8000420 89.84 17 0.250 0.017 0.983
8001263 70.00 0.250 0.017 1.108
8001412 95.01 33 0.250 0.017 0.983
8001432 97.00 06 0.250 0.017 1.233
8004298 75.00 0.250 0.017 0.608
8004735 73.62 0.250 0.017 0.733
8006126 97.00 11 0.250 0.017 0.983
8006880 96.95 17 0.250 0.017 1.108
8007413 70.00 0.250 0.017 0.858
8007929 79.19 0.250 0.017 0.733
8008787 80.00 0.250 0.017 1.483
8009362 97.00 01 0.250 0.017 1.483
8009633 90.00 33 0.250 0.017 1.233
8010549 90.00 01 0.250 0.017 1.733
8011034 90.00 06 0.250 0.017 2.233
8011043 90.00 01 0.250 0.017 2.233
8011737 80.00 0.250 0.017 0.358
8012348 80.00 0.250 0.017 0.858
8014422 67.57 0.250 0.017 0.733
8015404 96.98 01 0.250 0.017 0.483
8015579 97.00 01 0.250 0.017 0.983
8016758 89.50 01 0.250 0.017 0.983
8016991 80.00 0.250 0.017 1.358
8017267 97.00 06 0.250 0.017 0.608
8018113 57.03 0.250 0.017 1.358
8019386 65.00 0.250 0.017 1.733
8019403 70.00 0.250 0.017 1.733
8020400 65.00 0.250 0.017 0.608
8020812 78.57 0.250 0.017 0.608
8021736 90.00 17 0.250 0.017 1.233
8022645 89.99 17 0.250 0.017 2.233
8023302 87.10 17 0.250 0.017 0.983
8023502 90.00 01 0.250 0.017 1.858
8024436 85.00 06 0.250 0.017 1.233
8024651 90.00 33 0.250 0.017 1.108
8024688 80.00 0.250 0.017 2.108
8024906 80.00 0.250 0.017 1.233
8025193 80.00 0.250 0.017 0.733
8025752 80.00 0.250 0.017 0.608
8026210 80.00 0.250 0.017 1.108
8026392 54.55 0.250 0.017 1.358
8026505 80.00 0.250 0.017 0.733
8027742 89.93 13 0.250 0.017 2.108
8028207 83.08 06 0.250 0.017 2.233
8029291 90.00 01 0.250 0.017 1.108
8029401 97.00 01 0.250 0.017 0.983
8030418 90.00 13 0.250 0.017 2.108
8031806 90.00 06 0.250 0.017 1.108
8037477 97.00 11 0.250 0.017 1.608
8037710 53.38 0.250 0.017 1.108
8038241 65.00 0.250 0.017 1.233
8039078 65.00 0.250 0.017 0.858
8039694 80.00 0.250 0.017 0.733
8044171 90.00 33 0.250 0.017 1.608
COUNT: 1104
WAC: 8.352063215
WAM: 354.3752903
WALTV: 79.74267875
EXHIBIT F-2B
[Schedule of Group II Mortgage Loans Serviced by Norwest Mortgage in
Frederick, Xxxxxxxx]
XXXXXX
XXX / 0000-00 Exhibit F-2B (Group II)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x)
----- --------------------------- ----- -------- -------- -------- ---------- -------- ---------- -------------- ------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV
-------- ------------------------------------------------------ -------- ---------- -------- ----------- -------------- ------
4955900 XXXXXXX XXXX XX 00000 SFD 7.125 6.858 $847.86 180 1-Apr-14 $90,505.30 90.00
4967719 XXXXXXX XXXXX XX 00000 SFD 7.375 7.108 $614.51 180 1-Apr-14 $64,702.97 72.61
4969202 XXXXXXXXX XX 00000 SFD 8.250 7.500 $305.11 180 1-Feb-14 $30,342.01 85.00
4980635 XXXXXXXX XX 00000 SFD 8.125 7.500 $674.02 180 1-Apr-14 $67,937.30 70.00
4993078 XXXXXX XX 00000 SFD 8.000 7.500 $596.33 180 1-Apr-14 $60,448.53 60.00
5000130 XXXXXXXXXXX XX 00000 SFD 7.500 7.233 $324.45 180 1-Apr-14 $33,853.09 70.00
5002713 XXXXXXXXX XX 00000 MF2 7.750 7.483 $606.19 180 1-May-14 $62,642.63 70.00
5002867 XXXX XXXXX XX 00000 SFD 7.250 6.983 $885.48 180 1-Apr-14 $93,922.88 75.78
5002978 XXXXXXXXX XX 00000 SFD 7.625 7.358 $1,961.68 180 1-May-14 $204,208.63 70.00
5003292 XXXXXXXX XX 00000 SFD 7.625 7.358 $1,026.61 180 1-May-14 $106,869.21 70.00
5005601 XXXXXXXXX XX 00000 MF3 6.500 6.233 $740.45 180 1-Apr-14 $82,130.41 63.91
5024826 FT XXXXXXXXXX XX 00000 HCO 7.500 7.233 $991.90 180 1-May-14 $101,525.10 47.56
5027449 XXXXXXXXX XX 00000 LCO 7.625 7.358 $457.72 180 1-May-14 $47,358.20 70.00
5030877 XXXX XX 00000 SFD 6.625 6.358 $2,572.52 180 1-May-14 $284,213.49 44.39
5030920 XXXXXXX XXXXX XX 00000 MF3 6.625 6.358 $4,565.57 180 1-Apr-14 $502,625.33 72.73
5031756 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $1,671.82 180 1-Apr-14 $179,975.33 80.00
5031887 XXXXXXX XX 00000 SFD 7.125 6.858 $1,367.81 180 1-Apr-14 $141,657.39 78.65
5031960 XXXXXX XX 00000 SFD 6.625 6.358 $618.11 180 1-May-14 $68,288.82 69.02
5032091 XXXXXX XX 00000 SFD 7.750 7.483 $1,129.54 180 1-Jun-14 $117,098.74 60.00
5032135 XXXXXXXXXXX XX 00000 SFD 8.000 7.500 $590.12 180 1-Apr-14 $56,340.18 65.00
5032162 XXXXX XX 00000 SFD 6.875 6.608 $1,337.78 180 1-Mar-14 $144,507.14 66.67
5032175 XXXXXXXX XX 00000 SFD 7.875 7.500 $1,280.41 180 1-May-14 $131,355.12 67.50
5033820 XXXX XXXXXXX XX 00000 MF4 6.875 6.608 $1,016.71 180 1-Apr-14 $110,268.96 49.57
5034230 XXXXXX XX 00000 SFD 7.375 7.108 $943.85 180 1-Jul-14 $100,366.14 95.00
5040768 XXXXXX XX 00000 SFD 7.250 6.983 $1,240.12 180 1-May-14 $131,983.27 95.00
5046046 XXXXXX XX 00000 SFD 8.125 7.500 $539.22 180 1-Dec-13 $53,657.91 80.00
5046072 XXXXXXX XX 00000 SFD 6.875 6.608 $1,050.60 180 1-Apr-14 $113,093.71 68.09
5047694 XXXXXXXXX XX 00000 MF2 7.000 6.733 $1,393.18 180 1-Jul-14 $151,516.42 67.69
5048246 XXXX XXXXXXX XX 00000 LCO 7.750 7.483 $593.01 180 1-May-14 $61,280.87 79.95
5053091 XXXXXXXX XX 00000 SFD 7.625 7.358 $2,368.02 180 1-Jul-14 $246,711.22 75.00
5057158 XXXXX XX 00000 MF2 8.375 7.500 $1,011.64 180 1-Aug-14 $87,747.85 90.00
5059275 XXXXXXXXXX XX 00000 LCO 9.000 7.500 $470.62 180 1-Jul-14 $45,522.10 80.00
5059929 XXXXXX XX 00000 MF4 9.000 7.500 $1,593.92 180 1-Sep-14 $154,179.95 70.47
5059937 XXXXXX XX 00000 MF4 9.000 7.500 $1,622.98 180 1-Sep-14 $156,990.78 71.76
5059940 XXXXXX XX 00000 MF4 9.000 7.500 $1,583.28 180 1-Sep-14 $153,149.71 70.32
5060048 XXXXXX XX 00000 MF4 9.000 7.500 $1,621.31 180 1-Sep-14 $156,828.88 72.33
5060062 XXXXXX XX 00000 MF4 9.000 7.500 $1,594.69 180 1-Sep-14 $155,062.66 70.82
5060077 XXXXXX XX 00000 MF4 9.000 7.500 $1,605.08 180 1-Sep-14 $155,259.13 71.28
5060171 XXXXXXX XX 00000 LCO 7.625 7.358 $1,067.90 180 1-Sep-14 $112,590.71 80.00
5061687 XXXXXXXX XX 00000 MF2 8.250 7.500 $970.15 180 1-Sep-14 $98,567.19 48.78
5065393 XXXXXXX XXXXX XX 00000 SFD 8.625 7.500 $473.23 180 1-Sep-14 $47,038.62 90.00
5073678 XXXXXX XX 00000 MF4 7.875 7.500 $2,162.47 180 1-Sep-14 $224,624.90 80.00
5073854 XXXXXXX XX 00000 SFD 7.875 7.500 $637.36 180 1-Sep-14 $66,205.22 70.00
5074954 XXXXXX XX 00000 SFD 7.875 7.500 $398.35 180 1-Aug-14 $41,246.43 70.00
5081007 XXXXXXXXX XX 00000 MF2 8.750 7.500 $809.56 180 1-Sep-14 $79,889.25 90.00
5083161 XXXXXXXX XX 00000 SFD 8.250 7.500 $654.84 180 1-Oct-14 $66,546.70 76.75
5087743 XXXXXXX XX 00000 SFD 8.375 7.500 $586.46 180 1-Sep-14 $58,687.53 28.57
5088787 XXXXXXXXX XX 00000 MF2 8.750 7.500 $439.76 180 1-Oct-14 $43,519.06 69.84
5090160 XXXXXXX XX 00000 SFD 8.375 7.500 $922.70 180 1-Sep-14 $93,062.12 80.00
5090582 XXXXXXX XX 00000 SFD 8.875 7.500 $704.79 180 1-Oct-14 $69,243.33 66.67
5093493 XXXXXXX XX 00000 LCO 8.500 7.500 $535.70 180 1-Oct-14 $53,792.12 80.00
5094363 XXXX XXXXXXXXX XX 00000 SFD 8.125 7.500 $2,888.65 180 1-Oct-14 $296,535.41 75.00
5094423 XXXX XXXXXXXXX XX 00000 SFD 8.125 7.500 $2,708.11 180 1-Oct-14 $278,001.94 75.00
5099285 XXXXXXXXXXX XX 00000 SFD 8.500 7.500 $610.54 180 1-Oct-14 $61,307.19 26.38
5101277 XXXXX XXXX XX 00000 MF2 8.625 7.500 $1,180.58 180 1-Oct-14 $117,684.77 70.00
5101285 XXXXX XXXX XX 00000 MF2 8.750 7.500 $749.59 180 1-Oct-14 $74,180.24 55.56
5102179 XXXXXXXX XX 00000 SFD 8.625 7.500 $2,048.65 180 1-Dec-14 $205,367.08 64.53
5106991 XXXXXXXXXXXXXX XX 00000 SFD 8.750 7.500 $1,094.40 180 1-Jan-15 $109,204.04 75.00
5108291 XXXXXXXX XX 00000 SFD 8.500 7.500 $1,413.10 180 1-Oct-14 $141,494.85 70.00
5109726 XXXXX XX 00000 MF4 9.125 7.500 $1,103.46 180 1-Nov-14 $107,146.91 90.00
5125535 XXXXXXX XXXXXX XX 00000 SFD 8.875 7.500 $402.74 180 1-Jan-15 $39,893.09 80.00
5134715 XXXXXXXXX XX 00000 SFD 8.500 7.500 $1,236.83 180 1-Jan-15 $125,252.84 80.00
5140051 XXXXXXXXX XX 00000 SFD 8.875 7.500 $342.33 180 1-Feb-15 $34,000.00 59.65
5145513 XXXXXXX XX 00000 LCO 8.750 7.500 $557.70 180 1-Feb-15 $55,800.00 90.00
5150609 XXXXXX XX 00000 LCO 9.125 7.500 $1,134.11 180 1-Feb-15 $111,000.00 60.00
6971902 XXXXXXX XX 00000 PUD 7.875 7.500 $663.91 180 1-Aug-13 $66,105.64 70.00
7381218 XXXXXXX XX 00000 MF3 7.375 7.108 $2,713.77 180 1-Jan-14 $282,763.49 73.57
7513779 XXXXXX XXXX XX 00000 MF4 7.875 7.500 $942.76 180 1-Mar-14 $95,088.27 70.00
7567523 XXXXX XX 00000 MF3 6.750 6.483 $1,300.82 180 1-Apr-14 $142,138.76 70.00
7574510 XXXXXXX XX 00000 SFD 8.500 7.500 $512.06 180 1-Aug-14 $51,122.23 77.04
7575285 XXXXXXXXXX XX 00000 SFD 7.375 7.108 $1,839.85 180 1-Apr-14 $57,356.40 46.40
7581091 XXXXXXXX XX 00000 MF2 7.875 7.500 $431.54 180 1-Mar-14 $43,988.63 70.00
7595688 XXX XXXXX XX 00000 MF3 7.875 7.500 $1,288.94 180 1-Mar-14 $131,385.75 90.00
7605583 XXXXXXXXX XX 00000 SFD 6.500 6.233 $372.40 180 1-May-14 $41,454.64 72.46
7642344 XXXXXXXXXX XX 00000 MF2 8.000 7.500 $448.20 180 1-Apr-14 $45,503.27 70.00
7668933 XXX XXXXX XX 00000 PUD 7.375 7.108 $1,413.11 180 1-Apr-14 $148,789.76 78.86
7675794 XXXXXX XX 00000 SFD 7.875 7.500 $550.10 180 1-May-14 $56,434.06 50.92
7679103 XXXXXXXXX XX 00000 SFD 7.125 6.858 $3,125.12 180 1-May-14 $335,076.49 58.47
7687895 XXX XXXXXXX XX 00000 SFD 7.125 6.858 $2,971.13 180 1-May-14 $316,255.79 63.57
7689005 XXXXXXXXX XX 00000 SFD 6.750 6.483 $551.30 180 1-Jun-14 $60,172.88 70.80
7690231 XXXXX XXXX XX 00000 SFD 7.875 7.500 $4,566.79 180 1-May-14 $468,499.96 75.00
7692193 XXXXXXX XX 00000 MAN 7.875 7.500 $398.35 180 1-May-14 $40,652.71 75.00
7695222 XXXXXX XX 00000 SFD 7.000 6.733 $2,031.35 180 1-May-14 $219,431.04 35.82
7714506 XXXXXXX XX 00000 SFD 6.875 6.608 $1,748.03 180 1-Aug-14 $192,195.19 80.00
7717958 XXXXXXX XX 00000 SFD 7.875 7.500 $424.91 180 1-Aug-14 $44,001.55 70.00
7721980 XXXXXXX XX 00000 SFD 7.625 7.358 $3,176.04 180 1-Jul-14 $331,534.49 66.84
7725358 XXXXXXXX XX 00000 SFD 7.750 7.483 $231.55 180 1-Jun-14 $24,005.29 96.85
7732938 XXXXXXXXXX XX 00000 SFD 8.000 7.500 $453.93 180 1-Aug-14 $46,662.57 88.79
7751261 XXXXXX XX 00000 SFD 7.250 6.983 $4,637.34 180 1-Jun-14 $495,186.09 64.96
7762057 XXXXX XX 00000 MF4 7.375 7.108 $1,835.25 180 1-Jun-14 $194,339.82 70.00
7783870 XXXXX XX 00000 SFD 7.750 7.483 $2,710.87 180 1-Jul-14 $281,927.26 80.00
7784486 XXXXX XXXX XX 00000 SFD 9.125 7.500 $293.23 180 1-Jul-14 $28,162.93 69.16
7784533 XXXXX XXXX XX 00000 SFD 9.125 7.500 $321.84 180 1-Jul-14 $30,910.52 68.48
7804524 XXXXXXXXX XX 00000 MF3 8.625 7.500 $338.55 180 1-Sep-14 $33,651.86 65.00
7811250 XXXXXXXX XX 00000 MF2 8.250 7.500 $1,188.13 180 1-Aug-14 $120,356.90 75.60
7813833 XXXXXXXXX XX 00000 MF2 7.500 7.233 $3,045.24 180 1-Aug-14 $322,453.52 75.00
7818721 XXXXX XXXXXXXX XX 00000 SFD 7.875 7.500 $504.58 180 1-Jul-14 $52,090.15 70.00
7822876 XXXXXXXX XX 00000 SFD 7.750 7.483 $2,823.83 180 1-Aug-14 $294,595.42 75.38
7824872 SANTA XXXX XXXXX XX 00000 LCO 8.125 7.500 $623.95 180 1-Sep-14 $63,861.37 90.00
7826101 XXXXXXXXXXXXXX XX 00000 SFD 7.000 6.733 $397.28 180 1-Sep-14 $43,290.58 65.00
7834503 XXXXXX XX 00000 MF2 7.625 7.358 $758.51 180 1-Aug-14 $78,940.46 77.33
7843332 XXXXXXXXXXX XX 00000 SFD 7.875 7.500 $298.76 180 1-Sep-14 $31,033.71 90.00
7845395 XXXXXXXXXXXX XX 00000 SFD 8.000 7.500 $344.03 180 1-Oct-14 $35,528.19 76.60
7853279 XXXXXXXXXX XXX XX 00000 MF4 8.250 7.500 $1,338.79 180 1-Sep-14 $136,016.28 60.00
7861409 XXXXXXX XXXXX XX 00000 SFD 8.875 7.500 $199.36 180 1-Aug-14 $19,466.27 90.00
7865103 XXXXXX-XXXX XX 00000 LCO 8.875 7.500 $1,495.16 180 1-Sep-14 $146,485.84 90.00
7866455 XXXXXX XX 00000 SFD 8.625 7.500 $1,250.02 180 1-Dec-14 $125,308.74 70.00
7869741 XXXXXX XX 00000 SFD 8.500 7.500 $590.84 180 1-Sep-14 $59,158.97 23.53
7875512 XXXX XX 00000 SFD 9.000 7.500 $365.14 180 1-Sep-14 $35,517.11 21.43
7876514 XXXXXX XX 00000 SFD 8.750 7.500 $1,134.57 180 1-Sep-14 $111,963.36 80.00
7877283 XXXXXX XX 00000 MF2 8.250 7.500 $358.95 180 1-Sep-14 $35,962.97 64.91
7877457 XXXXXXX XX 00000 SFD 7.625 7.358 $1,027.54 180 1-Aug-14 $107,758.23 73.33
7885195 XXXXXXX XXX XX 00000 LCO 8.000 7.500 $946.10 180 1-Sep-14 $97,550.29 90.00
7898879 XXXXX XXXXXX XX 00000 SFD 8.750 7.500 $807.05 180 1-Nov-14 $80,090.47 85.00
7899746 XXXXXXXX XXXXXXX XX 00000 SFD 8.875 7.500 $697.74 180 1-Oct-14 $68,550.90 70.00
7900331 XXXXXXXX XXXXX XX 00000 SFD 8.875 7.500 $2,255.33 180 1-Sep-14 $220,962.09 69.57
7900639 BEACH XXXXX XX 00000 SFD 8.375 7.500 $3,465.46 180 1-Oct-14 $349,574.26 70.00
7901008 XXXXXXX XX 00000 SFD 8.375 7.500 $467.70 180 1-Oct-14 $47,309.38 55.00
7901213 XXXXXX XXXX XX 00000 SFD 8.125 7.500 $1,837.18 180 1-Oct-14 $187,593.14 80.00
7902904 XX. XXXXXX XX 00000 MF3 8.500 7.500 $1,520.44 180 1-Sep-14 $152,235.69 80.00
7905291 XXXXXX XX 00000 SFD 8.250 7.500 $558.07 180 1-Sep-14 $56,700.82 65.00
7909327 XXXXXXXX XXXXXXX XX 00000 SFD 8.875 7.500 $845.75 180 1-Oct-14 $83,091.99 70.00
7915099 XXXXXXXXX XX 00000 SFD 8.000 7.500 $365.54 180 1-Oct-14 $37,689.61 90.00
7923984 XXXXXXXX XXXXXXX XX 00000 SFD 8.875 7.500 $408.78 180 1-Nov-14 $40,272.06 70.00
7924009 XXXXXXX XX 00000 SFD 8.875 7.500 $486.31 180 1-Nov-14 $47,909.85 70.00
7926956 XXXXXXX XX 00000 SFD 8.875 7.500 $620.22 180 1-Nov-14 $61,102.43 70.00
7933890 XXXXXX XXXX XX 00000 SFD 8.750 7.500 $1,043.42 180 1-Oct-14 $103,258.91 58.00
7936426 XXXXXXX XX 00000 SFD 9.000 7.500 $551.76 180 1-Oct-14 $53,439.27 64.45
7937109 XXXXXXX XX 00000 SFD 8.750 7.500 $244.62 180 1-Nov-14 $24,275.08 55.00
7940475 XXXXX XXXXXX XX 00000 MF2 9.000 7.500 $273.85 180 1-Nov-14 $26,774.26 90.00
7960106 XXXX XXXXXXX XX 00000 LCO 8.875 7.500 $1,055.68 180 1-Nov-14 $104,003.08 90.00
7960713 XXXXXXX XX 00000 SFD 9.000 7.500 $1,284.57 180 1-Dec-14 $125,978.10 72.37
7965698 XXXXXXX XXXXX XX 00000 MF2 8.750 7.500 $685.42 180 1-Nov-14 $67,976.49 90.00
7971792 XXXXXXXXX XX 00000 MF4 8.375 7.500 $879.68 180 1-Dec-14 $89,495.14 90.00
7973377 XXXXXX XX 00000 MF2 9.000 7.500 $785.04 180 1-Dec-14 $76,989.39 90.00
8003179 MANOR TX 78653 SFD 9.500 7.500 $1,370.02 180 1-Jan-15 $130,868.65 80.00
8011988 RENO NV 89503 SFD 8.625 7.500 $917.67 180 1-Jan-15 $92,247.17 58.92
8025178 MIDVALE UT 84047 MF4 8.875 7.500 $1,520.33 180 1-Feb-15 $151,000.00 59.92
8031151 MINNEAPOLIS MN 55407 SFD 8.500 7.500 $551.45 180 1-Feb-15 $56,000.00 70.00
$16,275,532.83
TABLE (CONTINUED)
(i) (xi) (xii) (xiii) (xv) (xvI)
----- --------- ------------------ ----------- -----------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE FEE YIELD
-------- --------- ------------------ ----------- -----------
4955900 17 0.250 0.017 0.000
4967719 0.250 0.017 0.000
4969202 12 0.250 0.017 0.483
4980635 0.250 0.017 0.358
4993078 0.250 0.017 0.233
5000130 0.250 0.017 0.000
5002713 0.250 0.017 0.000
5002867 0.250 0.017 0.000
5002978 0.250 0.017 0.000
5003292 0.250 0.017 0.000
5005601 0.250 0.017 0.000
5024826 0.250 0.017 0.000
5027449 0.250 0.017 0.000
5030877 0.250 0.017 0.000
5030920 0.250 0.017 0.000
5031756 0.250 0.017 0.000
5031887 0.250 0.017 0.000
5031960 0.250 0.017 0.000
5032091 0.250 0.017 0.000
5032135 0.250 0.017 0.233
5032162 0.250 0.017 0.000
5032175 0.250 0.017 0.108
5033820 0.250 0.017 0.000
5034230 06 0.250 0.017 0.000
5040768 01 0.250 0.017 0.000
5046046 0.250 0.017 0.358
5046072 0.250 0.017 0.000
5047694 0.250 0.017 0.000
5048246 0.250 0.017 0.000
5053091 0.250 0.017 0.000
5057158 13 0.250 0.017 0.608
5059275 0.250 0.017 1.233
5059929 0.250 0.017 1.233
5059937 0.250 0.017 1.233
5059940 0.250 0.017 1.233
5060048 0.250 0.017 1.233
5060062 0.250 0.017 1.233
5060077 0.250 0.017 1.233
5060171 0.250 0.017 0.000
5061687 0.250 0.017 0.483
5065393 17 0.250 0.017 0.858
5073678 0.250 0.017 0.108
5073854 0.250 0.017 0.108
5074954 0.250 0.017 0.108
5081007 01 0.250 0.017 0.983
5083161 0.250 0.017 0.483
5087743 0.250 0.017 0.608
5088787 0.250 0.017 0.983
5090160 0.250 0.017 0.608
5090582 0.250 0.017 1.108
5093493 0.250 0.017 0.733
5094363 0.250 0.017 0.358
5094423 0.250 0.017 0.358
5099285 0.250 0.017 0.733
5101277 0.250 0.017 0.858
5101285 0.250 0.017 0.983
5102179 0.250 0.017 0.858
5106991 0.250 0.017 0.983
5108291 0.250 0.017 0.733
5109726 01 0.250 0.017 1.358
5125535 0.250 0.017 1.108
5134715 0.250 0.017 0.733
5140051 0.250 0.017 1.108
5145513 01 0.250 0.017 0.983
5150609 0.250 0.017 1.358
6971902 0.250 0.017 0.108
7381218 0.250 0.017 0.000
7513779 0.250 0.017 0.108
7567523 0.250 0.017 0.000
7574510 0.250 0.017 0.733
7575285 0.250 0.017 0.000
7581091 0.250 0.017 0.108
7595688 01 0.250 0.017 0.108
7605583 0.250 0.017 0.000
7642344 0.250 0.017 0.233
7668933 0.250 0.017 0.000
7675794 0.250 0.017 0.108
7679103 0.250 0.017 0.000
7687895 0.250 0.017 0.000
7689005 0.250 0.017 0.000
7690231 0.250 0.017 0.108
7692193 0.250 0.017 0.108
7695222 0.250 0.017 0.000
7714506 0.250 0.017 0.000
7717958 0.250 0.017 0.108
7721980 0.250 0.017 0.000
7725358 17 0.250 0.017 0.000
7732938 17 0.250 0.017 0.233
7751261 0.250 0.017 0.000
7762057 0.250 0.017 0.000
7783870 0.250 0.017 0.000
7784486 0.250 0.017 1.358
7784533 0.250 0.017 1.358
7804524 0.250 0.017 0.858
7811250 0.250 0.017 0.483
7813833 0.250 0.017 0.000
7818721 0.250 0.017 0.108
7822876 0.250 0.017 0.000
7824872 17 0.250 0.017 0.358
7826101 0.250 0.017 0.000
7834503 0.250 0.017 0.000
7843332 11 0.250 0.017 0.108
7845395 0.250 0.017 0.233
7853279 0.250 0.017 0.483
7861409 11 0.250 0.017 1.108
7865103 17 0.250 0.017 1.108
7866455 0.250 0.017 0.858
7869741 0.250 0.017 0.733
7875512 0.250 0.017 1.233
7876514 0.250 0.017 0.983
7877283 0.250 0.017 0.483
7877457 0.250 0.017 0.000
7885195 01 0.250 0.017 0.233
7898879 06 0.250 0.017 0.983
7899746 0.250 0.017 1.108
7900331 0.250 0.017 1.108
7900639 0.250 0.017 0.608
7901008 0.250 0.017 0.608
7901213 0.250 0.017 0.358
7902904 0.250 0.017 0.733
7905291 0.250 0.017 0.483
7909327 0.250 0.017 1.108
7915099 17 0.250 0.017 0.233
7923984 0.250 0.017 1.108
7924009 0.250 0.017 1.108
7926956 0.250 0.017 1.108
7933890 0.250 0.017 0.983
7936426 0.250 0.017 1.233
7937109 0.250 0.017 0.983
7940475 01 0.250 0.017 1.233
7960106 01 0.250 0.017 1.108
7960713 0.250 0.017 1.233
7965698 01 0.250 0.017 0.983
7971792 11 0.250 0.017 0.608
7973377 01 0.250 0.017 1.233
8003179 0.250 0.017 1.733
8011988 0.250 0.017 0.858
8025178 0.250 0.017 1.108
8031151 0.250 0.017 0.733
COUNT: 139
WAC: 7.926894845
WAM: 173.5005898
WALTV: 70.80080847
EXHIBIT F-3A
[Schedule of Group I Mortgage Loans Serviced by Other Servicers]
NISTAR
NMI / 2000-01 Exhibit F-3A (Group I)
30 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(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
----- -------------------------------- ------- ----------- --------- --------- ---------- ---------- ---------------
4837822 NEW YORK NY 10025 COP 8.000 7.500 $1,834.42 360 1-Jul-28 $ 246,614.03
4837844 BROOKLYN NY 11217 MF3 7.875 7.500 $3,530.37 360 1-Jul-28 $ 480,070.91
4880116 SEVIERVILLE TN 37862 MF2 8.625 7.500 $ 793.35 360 1-Sep-28 $ 100,915.13
4881212 SANTEE CA 92071 SFD 7.500 7.233 $ 915.98 360 1-Aug-28 $ 128,267.94
4945052 MORRISVILLE NC 27560 SFD 7.500 7.233 $ 1,971.78 360 1-Nov-28 $ 278,719.67
4981165 EL PASO TX 79936 SFD 7.250 6.983 $ 346.55 360 1-Apr-28 $ 49,430.44
4984565 FOLLY BEACH SC 29439 LCO 7.875 7.500 $ 2,719.01 360 1-Feb-29 $ 371,788.87
4986529 SOMERVILLE MA 02144 MF3 7.625 7.358 $2,654.22 360 1-Jan-29 $ 371,334.02
4986816 MONTEREY CA 93940 SFD 7.375 7.108 $ 276.27 360 1-Jan-29 $ 39,449.08
5049307 PORT HUENEME CA 93041 LCO 7.875 7.500 $ 440.84 360 1-Apr-29 $ 59,201.51
5049396 LONG BEACH NC 28465 SFD 7.500 7.233 $ 908.98 360 1-Jan-29 $ 127,545.67
5060055 CORONA NY 11368 MF2 7.875 7.500 $ 1,827.17 360 1-Jun-29 $ 250,580.34
5119562 FOSTER OR 97345 SFD 8.000 7.500 $ 1,137.33 360 1-Jul-29 $ 154,257.29
5125722 THE VILLAGES FL 32159 SFD 8.250 7.500 $ 597.67 360 1-Oct-29 $ 79,349.98
5125758 CHICAGO IL 60657 LCO 8.625 7.500 $2,325.59 360 1-Oct-29 $ 298,286.24
5135323 RALEIGH NC 27603 SFD 8.875 7.500 $ 731.99 360 1-Nov-29 $ 91,844.14
5135351 LAWRENCEVILLE GA 30044 MF4 8.875 7.500 $ 1,534.40 360 1-Oct-29 $ 192,412.73
5135357 SACRAMENTO CA 95833 HCO 8.250 7.500 $ 301.26 360 1-Jun-29 $ 39,645.93
5135398 AUSTIN TX 78704 SFD 8.375 7.500 $ 614.14 360 1-Nov-29 $ 80,648.28
5135410 CHICAGO IL 60646 SFD 8.875 7.500 $ 1,126.63 360 1-Oct-29 $ 141,278.94
5135423 FOLSOM CA 95630 SFD 8.500 7.500 $ 1,630.10 360 1-Sep-29 $ 211,348.68
5135443 DENVER CO 80209 MF4 9.625 7.500 $2,034.87 360 1-Sep-29 $ 238,817.32
5135451 BEAVERTON OR 97005 SFD 8.625 7.500 $ 1,155.02 360 1-Jun-29 $ 147,780.69
5135466 ST LOUIS MO 63116 SFD 9.250 7.500 $ 533.09 360 1-Oct-29 $ 64,664.08
5135475 HOUSTON TX 77054 HCO 9.250 7.500 $ 333.18 360 1-Sep-29 $ 40,393.41
5135484 DENVER CO 80231 PUD 9.000 7.500 $ 957.50 360 1-Sep-29 $ 118,568.20
5135487 COLLEGE PARK GA 30349 MF3 9.250 7.500 $ 1,221.67 360 1-Oct-29 $ 148,188.49
5135513 LAKE STATION IN 46405 SFD 9.125 7.500 $ 162.73 360 1-Nov-29 $ 19,967.81
5135527 STANWOOD WA 98292 SFD 7.750 7.483 $ 580.30 360 1-Sep-29 $ 80,710.40
5135532 BILLINGS MT 59102 MF2 8.875 7.500 $ 566.90 360 1-Sep-29 $ 71,047.29
5135540 LAKE WORTH FL 33460 MF4 9.000 7.500 $ 966.76 360 1-Sep-29 $ 119,816.87
5135551 COLLEGE STATION TX 77840 SFD 8.875 7.500 $ 787.69 360 1-Sep-29 $ 98,718.36
5135560 AUSTIN TX 78723 SFD 8.750 7.500 $ 535.35 360 1-Jul-29 $ 67,180.10
5135563 GREENSBORO NC 27405 SFD 8.625 7.500 $ 391.23 360 1-Jul-29 $ 50,087.58
5135574 HENDERSONVILLE TN 37075 SFD 8.875 7.500 $ 763.02 360 1-Sep-29 $ 95,627.19
5135581 CENTRAL POINT OR 97502 SFD 8.625 7.500 $ 640.28 360 1-Sep-29 $ 82,073.46
5135585 MOUNT PROSPECT IL 60056 SFD 8.625 7.500 $ 1,166.68 360 1-Sep-29 $ 149,550.82
5135592 ST CHARLES IL 60175 SFD 8.875 7.500 $ 1,386.41 360 1-Sep-29 $ 173,754.28
5135602 ROSEVILLE MI 48066 SFD 8.625 7.500 $ 573.23 360 1-Aug-29 $ 73,434.19
5135609 ROSEBURG OR 97470 SFD 8.750 7.500 $ 251.75 360 1-Sep-29 $ 31,800.64
5135618 TAMPA FL 33617 SFD 8.500 7.500 $ 927.31 360 1-Sep-29 $ 120,229.49
5135624 SALT LAKE CITY UT 84105 MF4 8.875 7.500 $ 1,367.72 360 1-Oct-29 $ 171,510.19
5135638 EUGENE OR 97404 SFD 8.500 7.500 $ 799.68 360 1-Sep-29 $ 103,680.44
5135643 PORTLAND OR 97202 SFD 8.625 7.500 $ 847.80 360 1-Oct-29 $ 108,696.76
5135659 DENVER CO 80207 SFD 8.500 7.500 $ 658.19 360 1-Sep-29 $ 85,337.02
5135682 DENVER CO 80237 HCO 8.375 7.500 $ 608.06 360 1-Oct-29 $ 79,799.00
5135687 SCOTTSDALE AZ 85251 HCO 8.875 7.500 $ 317.47 360 1-Oct-29 $ 39,748.59
5135690 SILVER SPRING MD 20905 SFD 8.875 7.500 $ 1,655.34 360 1-Oct-29 $ 207,572.97
5135698 GOLDEN CO 80401 MF4 8.750 7.500 $ 1,679.61 360 1-Oct-29 $ 213,003.24
5135709 ST LOUIS MO 63137 SFD 8.750 7.500 $ 283.22 360 1-Aug-29 $ 35,873.39
5135721 MOUNTLAKE TERRACE WA 98043 SFD 8.250 7.500 $ 1,697.87 360 1-Aug-29 $ 225,120.29
5135738 INDIANAPOLIS IN 46201 SFD 9.000 7.500 $ 325.88 360 1-Sep-29 $ 40,387.68
5135886 GREENSBORO NC 27405 SFD 8.500 7.500 $ 347.93 360 1-Jul-29 $ 45,054.02
5135887 JENISON MI 49428 SFD 8.500 7.500 $ 910.40 360 1-Oct-29 $ 118,110.01
5135893 LITHONIA GA 30038 HCO 8.875 7.500 $ 358.05 360 1-Aug-29 $ 44,845.76
5135895 WARWICK RI 02888 SFD 8.750 7.500 $ 1,087.23 360 1-Sep-29 $ 137,796.55
5135896 GREENSBORO NC 27405 SFD 8.500 7.500 $ 339.09 360 1-Jul-29 $ 43,908.98
5135898 FAIRFIELD CT 06432 MF3 8.375 7.500 $ 1,679.76 360 1-Sep-29 $ 220,303.53
5135899 PASCO WA 99301 SFD 8.875 7.500 $ 292.00 360 1-Sep-29 $ 36,595.60
5135905 PIMA AZ 85543 SFD 8.750 7.500 $ 432.69 360 1-Oct-29 $ 54,872.01
5135907 ST LOUIS MO 63147 MF4 8.875 7.500 $ 279.28 360 1-Oct-29 $ 35,020.37
5135910 QUINCY MA 02169 MF4 8.875 7.500 $ 2,255.65 360 1-Oct-29 $ 282,857.19
5135911 ATHENS GA 30606 HCO 9.375 7.500 $ 268.66 360 1-Sep-29 $ 32,217.14
5135916 LEE'S SUMMIT MO 64064 SFD 8.250 7.500 $ 1,431.17 360 1-Sep-29 $ 189,298.55
5135921 ORANGEVALE CA 95662 SFD 8.500 7.500 $ 384.46 360 1-Oct-29 $ 48,862.57
5135922 BENNETT CO 80102 SFD 8.750 7.500 $ 512.14 360 1-Sep-29 $ 64,909.98
5135938 DUNEDIN FL 34698 SFD 8.625 7.500 $ 1,843.37 360 1-Nov-29 $ 236,577.18
5135949 JOLIET IL 60435 SFD 9.625 7.500 $ 696.15 360 1-Oct-29 $ 81,741.12
5135953 CRAPO MD 21626 SFD 8.625 7.500 $ 379.18 360 1-Oct-29 $ 48,567.60
5135971 FORTVILLE IN 46040 SFD 8.750 7.500 $ 431.90 360 1-Oct-29 $ 54,772.26
5135974 FORT LAUDERDALE FL 33334 MF2 8.500 7.500 $ 707.40 360 1-Sep-29 $ 91,717.35
5135977 STONE MOUNTAIN GA 30088 SFD 8.625 7.500 $ 704.68 360 1-Aug-29 $ 89,281.34
5135990 MATTHEWS NC 28105 SFD 8.375 7.500 $ 623.26 360 1-Jun-29 $ 81,582.16
5135997 SNELLVILLE GA 30078 SFD 9.000 7.500 $ 749.51 360 1-Sep-29 $ 92,891.73
5136002 LEWISVILLE TX 75077 SFD 8.750 7.500 $ 628.57 360 1-Nov-29 $ 79,556.44
5136006 GARDNER KS 66030 SFD 8.750 7.500 $ 778.48 360 1-Oct-29 $ 98,724.76
5136017 DAYTONA BEACH FL 32124 SFD 9.000 7.500 $ 798.19 360 1-Oct-29 $ 98,980.78
5136022 DECATUR GA 30030 SFD 8.875 7.500 $ 565.71 360 1-Nov-29 $ 70,979.51
5136030 INDIANAPOLIS IN 46256 SFD 9.375 7.500 $ 845.06 360 1-Oct-29 $ 101,392.35
5136032 SAN ANTONIO TX 78218 SFD 9.625 7.500 $ 397.80 360 1-Oct-29 $ 46,709.21
5136033 CAMANO ISLAND WA 98292 SFD 8.750 7.500 $ 747.37 360 1-Oct-29 $ 94,778.95
5136041 MARIETTA GA 30062 SFD 8.750 7.500 $ 867.34 360 1-Nov-29 $ 109,653.92
5136042 JERSEY CITY NJ 07302 HCO 8.875 7.500 $ 818.72 360 1-Sep-29 $ 102,607.25
5136049 MARSHVILLE NC 28103 SFD 8.250 7.500 $ 595.00 360 1-May-29 $ 78,732.79
5136051 NORTH LAS VEGAS NV 89030 MF3 8.750 7.500 $ 601.83 360 1-Sep-29 $ 76,276.67
5136055 WEST CHESTER PA 19382 MF4 9.000 7.500 $ 1,184.81 360 1-Nov-29 $ 147,006.88
5136057 WATERBURY CT 06706 MF3 8.875 7.500 $ 608.67 360 1-Nov-29 $ 76,370.37
5136059 GRIFFIN GA 30223 MF4 9.125 7.500 $ 504.46 360 1-Oct-29 $ 61,866.52
5136063 LIBERTY MO 64068 PUD 8.750 7.500 $ 1,050.25 360 1-Sep-29 $ 133,110.30
5136065 PHOENIX AZ 85044 SFD 8.250 7.500 $ 736.24 360 1-Oct-29 $ 97,747.45
5136075 CHANDLER AZ 85224 HCO 8.375 7.500 $ 454.19 360 1-Aug-29 $ 59,422.38
5136086 KELSO WA 98626 MF2 7.875 7.500 $ 495.23 360 1-Sep-29 $ 68,061.84
5136091 SIERRA VISTA AZ 85635 SFD 8.625 7.500 $ 812.02 360 1-Oct-29 $ 104,150.76
5136092 MANCHESTER NH 03102 MF4 9.000 7.500 $ 919.69 360 1-Nov-29 $ 114,111.27
5136096 PHOENIX AZ 85034 MF4 8.750 7.500 $ 559.34 360 1-Jul-29 $ 70,807.35
5136099 INDIANAPOLIS IN 46222 SFD 9.000 7.500 $ 398.29 360 1-Sep-29 $ 49,362.76
5136102 SHERMAN TX 75090 SFD 8.875 7.500 $ 875.21 360 1-Oct-29 $ 109,339.59
5136107 INDIANAPOLIS IN 46226 SFD 9.000 7.500 $ 470.71 360 1-Sep-29 $ 58,337.79
5136108 DRIGGS ID 83422 SFD 8.500 7.500 $ 836.19 360 1-Aug-29 $ 108,347.68
5136111 UPPER MARLBORO MD 20772 SFD 8.875 7.500 $ 1,417.84 360 1-Sep-29 $ 177,693.04
5136119 PHOENIX AZ 85015 SFD 8.250 7.500 $ 605.15 360 1-May-29 $ 80,074.76
5136160 ATLANTA GA 30306 MF4 9.375 7.500 $2,495.25 360 1-Nov-29 $ 299,541.94
5136168 GAINESVILLE GA 30506 SFD 9.125 7.500 $ 1,647.61 360 1-Oct-29 $ 202,063.99
5136175 OWINGS MD 20738 SFD 8.750 7.500 $ 1,549.80 360 1-Sep-29 $ 196,424.97
5136196 CHICAGO IL 60641 SFD 8.750 7.500 $2,320.77 360 1-Oct-29 $ 294,313.62
5136210 NAGS HEAD NC 27959 SFD 8.875 7.500 $ 4,913.11 360 1-Sep-29 $ 615,743.30
5136464 DAYTONA BEACH SHORESFL 32127 SFD 9.000 7.500 $ 402.32 360 1-Sep-29 $ 48,136.44
5137780 AUSTIN TX 78745 MF2 9.125 7.500 $ 1,103.29 360 1-Oct-29 $ 135,308.04
5137783 SAN ANTONIO TX 78212 MF4 9.250 7.500 $ 1,702.94 360 1-Oct-29 $ 206,565.74
5137787 EAST CHICAGO IN 46312 MF4 9.250 7.500 $ 347.25 360 1-Oct-29 $ 42,121.46
5137792 KLAMATH FALLS OR 97603 SFD 8.750 7.500 $ 786.71 360 1-Oct-29 $ 99,713.56
5137801 AUSTIN TX 78745 MF2 9.125 7.500 $ 1,103.29 360 1-Oct-29 $ 135,308.04
5150779 SPRINGFIELD MA 01108 SFD 9.250 7.500 $ 692.29 360 1-Jan-30 $ 84,106.37
5150857 SIMI VALLEY CA 93063 SFD 8.750 7.500 $ 1,200.31 360 1-Jan-30 $ 152,487.22
5151415 LONG BEACH CA 90814 LCO 8.750 7.500 $ 1,025.47 360 1-Jan-30 $ 130,275.00
5152184 LAS VEGAS NV 89113 SFD 8.500 7.500 $ 407.53 360 1-Jan-30 $ 52,967.89
5152197 HOUSTON TX 77071 MF4 8.000 7.500 $ 880.52 360 1-Sep-28 $ 118,555.67
5152202 DOUGLASVILLE GA 30135 SFD 8.500 7.500 $ 404.84 360 1-Dec-29 $ 52,585.97
5152207 SCOTTSDALE AZ 85259 PUD 8.500 7.500 $ 3,660.03 360 1-Jan-30 $ 475,711.64
5152223 NAPLES FL 34116 MF3 8.625 7.500 $ 1,190.02 360 1-Jan-30 $ 152,909.67
5152231 DORCHESTER MA 02124 MF3 8.875 7.500 $ 891.12 360 1-Nov-29 $ 111,810.24
5152242 HUMBLE TX 77338 SFD 9.000 7.500 $ 314.21 360 1-Jan-30 $ 39,028.67
5152249 BURRILLVILLE RI 02830 MF2 9.125 7.500 $ 959.28 360 1-Jan-30 $ 117,837.25
5152258 PACIFIC WA 98047 MF2 9.250 7.500 $ 1,205.22 360 1-Jan-30 $ 146,424.05
5152265 DORCHESTER MA 02122 MF3 8.750 7.500 $ 1,104.53 360 1-Dec-29 $ 140,237.85
5152277 CORAL SPRINGS FL 33071 LCO 8.500 7.500 $ 265.28 360 1-Dec-29 $ 34,257.33
5152353 SILVERTON OR 97381 MF2 8.750 7.500 $ 955.85 360 1-Jan-30 $ 121,430.09
5152360 APACHE JUNCTION AZ 85220 MF4 8.625 7.500 $ 919.12 360 1-Jan-30 $ 118,100.23
5152370 HYDE PARK MA 2136 SFD 8.500 7.500 $ 1,114.93 360 1-Dec-29 $ 144,823.68
5152379 DALLAS TX 75206 LCO 8.500 7.500 $ 377.15 360 1-Dec-29 $ 48,990.37
5152386 PHOENIX AZ 85006 SFD 9.125 7.500 $ 292.91 360 1-Dec-29 $ 35,961.53
5152421 DORCHESTER MA 02124 MF3 8.500 7.500 $ 845.80 360 1-Jan-30 $ 109,933.37
5152429 NORTHGLENN CO 80233 SFD 8.750 7.500 $ 672.63 360 1-Jan-30 $ 85,450.81
5152430 DENVER CO 80219 MF3 8.500 7.500 $ 982.68 360 1-Jan-30 $ 127,722.57
5152434 BRIDGEPORT CT 06604 MF3 8.875 7.500 $ 490.12 360 1-Jan-30 $ 61,565.46
5152443 MESA AZ 85208 SFD 9.125 7.500 $ 718.04 360 1-Jan-30 $ 88,203.03
5152451 PHOENIX AZ 85006 MF4 9.125 7.500 $ 512.59 360 1-Jan-30 $ 62,966.47
5152456 PONTIAC MI 48340 SFD 8.875 7.500 $ 286.44 360 1-Jan-30 $ 35,979.81
5152461 MESA AZ 85205 SFD 8.500 7.500 $ 622.82 360 1-Dec-29 $ 80,901.51
5152467 PARK CITY UT 84060 LCO 8.500 7.500 $ 511.33 360 1-Jan-30 $ 66,459.71
5152470 PHOENIX AZ 85014 SFD 8.875 7.500 $ 887.94 360 1-Jan-30 $ 111,537.43
5152473 PARK CITY UT 84060 LCO 8.750 7.500 $ 1,101.39 360 1-Jan-30 $ 139,919.44
5152479 PHOENIX AZ 85007 MF3 9.000 7.500 $ 543.13 360 1-Jan-30 $ 67,463.12
5152501 AKRON OH 44302 MF2 9.000 7.500 $ 354.84 360 1-Jan-30 $ 44,075.91
5152504 AKRON OH 44302 MF2 8.875 7.500 $ 347.30 360 1-Jan-30 $ 43,625.53
5152506 PHOENIX AZ 85019 PUD 9.000 7.500 $ 168.98 360 1-Jan-30 $ 20,988.52
5152510 WHEATRIDGE CO 80212 HCO 8.500 7.500 $ 429.64 360 1-Jan-30 $ 55,841.14
5152511 MANCHESTER NH 03104 MF3 9.125 7.500 $ 926.32 360 1-Jan-30 $ 113,789.41
5152512 LAS VEGAS NV 89106 MF4 8.750 7.500 $ 1,168.26 360 1-Jan-30 $ 148,414.55
5152519 LAS VEGAS NV 89106 MF4 8.750 7.500 $ 1,168.26 360 1-Jan-30 $ 148,414.55
5152526 PARK CITY UT 84060 LCO 9.000 7.500 $ 506.92 360 1-Jan-30 $ 62,965.58
5152529 KIRKWOOD CA 95646 HCO 8.500 7.500 $ 663.19 360 1-Jan-30 $ 86,197.75
5152530 DORCHESTER MA 02124 MF2 8.750 7.500 $ 913.36 360 1-Jan-30 $ 116,033.20
5152540 CHICAGO IL 60625 SFD 8.875 7.500 $ 1,167.22 360 1-Jan-30 $ 146,617.75
5152542 FOUNTAIN HILLS AZ 85268 LCO 8.875 7.500 $ 848.56 360 1-Jan-30 $ 106,590.21
5152547 SCOTTSDALE AZ 85258 LCO 8.750 7.500 $ 554.63 360 1-Jan-30 $ 70,459.43
5152559 JEROME AZ 86331 MF3 8.500 7.500 $ 692.03 360 1-Jan-30 $ 89,945.47
5152562 CHANDLER AZ 85224 MF4 8.500 7.500 $ 1,168.75 360 1-Jan-30 $ 151,907.92
5152563 PARK CITY UT 84060 LCO 8.500 7.500 $ 1,441.71 360 1-Dec-29 $ 187,272.02
5152570 DECATUR GA 30030 SFD 8.375 7.500 $1,009.00 360 1-Jan-30 $ 132,667.48
5152572 GILBERT AZ 85234 PUD 8.500 7.500 $ 754.31 360 1-Jan-30 $ 98,040.56
5152580 PHOENIX AZ 85021 MF3 8.875 7.500 $ 701.76 360 1-Jan-30 $ 88,150.55
5152582 MESA AZ 85210 MF4 8.500 7.500 $ 904.25 360 1-Dec-29 $ 117,457.00
5152585 MESA AZ 85204 MF4 8.500 7.500 $ 968.84 360 1-Jan-30 $ 125,923.66
5152597 FLINT MI 48503 SFD 9.125 7.500 $ 296.57 360 1-Jan-30 $ 36,430.60
5152600 LAWRENCE MA 01840 MF3 8.500 7.500 $ 1,154.14 360 1-Jan-30 $ 150,009.07
5152608 PHOENIX AZ 85019 SFD 9.000 7.500 $ 115.87 360 1-Jan-30 $ 14,392.13
5152623 PHOENIX AZ 85041 SFD 8.500 7.500 $ 387.54 360 1-Jan-30 $ 50,369.46
5152626 NAPLES FL 34116 MF4 8.625 7.500 $ 1,215.69 360 1-Jan-30 $ 156,207.72
5152630 OVERGAARD AZ 85933 SFD 8.500 7.500 $ 874.64 360 1-Jan-30 $ 113,681.09
5152634 NAPLES FL 34116 MF4 8.625 7.500 $ 1,215.69 360 1-Jan-30 $ 156,207.72
5152640 TUCSON AZ 85711 SFD 8.250 7.500 $ 561.20 360 1-Dec-29 $ 74,604.39
5152644 WEBSTER TX 77598 LCO 8.500 7.500 $ 183.39 360 1-Jan-30 $ 23,835.55
5152653 JAMAICA PLAINS MA 02130 MF4 8.500 7.500 $ 1,522.45 360 1-Jan-30 $ 197,880.05
5152655 AKRON OH 44304 SFD 8.875 7.500 $ 347.30 360 1-Jan-30 $ 43,625.53
5152691 TUCSON AZ 85711 SFD 8.125 7.500 $ 554.65 360 1-Jan-30 $ 74,651.13
5152701 PARK CITY UT 84060 LCO 9.000 7.500 $ 543.13 360 1-Jan-30 $ 67,463.12
5152706 BOSTON MA 02116 HCO 8.750 7.500 $ 605.37 360 1-Dec-29 $ 76,861.12
5152741 LOS ANGELES CA 90744 MF4 8.625 7.500 $ 1,073.35 360 1-Jan-30 $ 137,918.53
5152744 FLINT MI 48503 SFD 9.125 7.500 $ 314.88 360 1-Jan-30 $ 38,679.40
$ 20,862,155.7
TABLE (CONTINUED)
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
----- ---------- -------- ---------- --------- -------- -----------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
----- ---------- -------- ---------- --------- -------- -----------
4837822 36.23 0.250 0.017 0.233
4837844 74.99 0.250 0.017 0.108
4880116 75.00 0.250 0.017 0.858
4881212 68.59 0.250 0.017 0.000
4945052 73.06 0.250 0.017 0.000
4981165 80.00 0.250 0.017 0.000
4984565 98.17 0.250 0.017 0.108
4986529 100.00 0.250 0.017 0.000
4986816 11.76 0.250 0.017 0.000
5049307 80.00 0.250 0.017 0.108
5049396 100.00 0.250 0.017 0.000
5060055 78.50 0.250 0.017 0.108
5119562 100.00 0.250 0.017 0.233
5125722 100.00 0.250 0.017 0.483
5125758 100.00 0.250 0.017 0.858
5135323 80.00 0.250 0.017 1.108
5135351 95.00 12 0.250 0.017 1.108
5135357 74.95 0.250 0.017 0.483
5135398 80.00 0.250 0.017 0.608
5135410 80.00 0.250 0.017 1.108
5135423 75.44 0.250 0.017 0.733
5135443 90.00 01 0.250 0.017 1.858
5135451 75.00 0.250 0.017 0.858
5135466 86.40 0.250 0.017 1.483
5135475 90.00 01 0.250 0.017 1.483
5135484 85.00 0.250 0.017 1.233
5135487 90.00 06 0.250 0.017 1.483
5135513 64.52 0.250 0.017 1.358
5135527 75.00 0.250 0.017 0.000
5135532 75.00 0.250 0.017 1.108
5135540 90.00 0.250 0.017 1.233
5135551 90.00 0.250 0.017 1.108
5135560 89.94 06 0.250 0.017 0.983
5135563 89.98 01 0.250 0.017 0.858
5135574 79.98 0.250 0.017 1.108
5135581 80.00 0.250 0.017 0.858
5135585 65.22 0.250 0.017 0.858
5135592 85.00 01 0.250 0.017 1.108
5135602 69.53 0.250 0.017 0.858
5135609 80.00 0.250 0.017 0.983
5135618 90.00 01 0.250 0.017 0.733
5135624 90.00 06 0.250 0.017 1.108
5135638 80.00 0.250 0.017 0.733
5135643 55.90 0.250 0.017 0.858
5135659 89.92 01 0.250 0.017 0.733
5135682 80.00 0.250 0.017 0.608
5135687 92.79 0.250 0.017 1.108
5135690 95.00 13 0.250 0.017 1.108
5135698 68.87 0.250 0.017 0.983
5135709 80.00 0.250 0.017 0.983
5135721 79.86 0.250 0.017 0.483
5135738 90.00 01 0.250 0.017 1.233
5135886 89.96 06 0.250 0.017 0.733
5135887 76.39 0.250 0.017 0.733
5135893 90.00 06 0.250 0.017 1.108
5135895 83.25 06 0.250 0.017 0.983
5135896 90.00 06 0.250 0.017 0.733
5135898 85.00 06 0.250 0.017 0.608
5135899 63.83 0.250 0.017 1.108
5135905 64.71 0.250 0.017 0.983
5135907 90.00 06 0.250 0.017 1.108
5135910 90.00 06 0.250 0.017 1.108
5135911 89.97 13 0.250 0.017 1.608
5135916 79.38 0.250 0.017 0.483
5135921 29.42 0.250 0.017 0.733
5135922 70.00 0.250 0.017 0.983
5135938 68.70 0.250 0.017 0.858
5135949 90.00 06 0.250 0.017 1.858
5135953 69.94 0.250 0.017 0.858
5135971 90.00 06 0.250 0.017 0.983
5135974 80.00 0.250 0.017 0.733
5135977 89.97 13 0.250 0.017 0.858
5135990 89.13 01 0.250 0.017 0.608
5135997 90.00 13 0.250 0.017 1.233
5136002 79.98 0.250 0.017 0.983
5136006 72.76 0.250 0.017 0.983
5136017 53.62 0.250 0.017 1.233
5136022 90.00 13 0.250 0.017 1.108
5136030 89.99 12 0.250 0.017 1.608
5136032 90.00 01 0.250 0.017 1.858
5136033 72.52 0.250 0.017 0.983
5136041 90.00 0.250 0.017 0.983
5136042 70.00 0.250 0.017 1.108
5136049 90.00 01 0.250 0.017 0.483
5136051 90.00 0.250 0.017 0.983
5136055 95.00 06 0.250 0.017 1.233
5136057 90.00 06 0.250 0.017 1.108
5136059 89.99 0.250 0.017 1.358
5136063 79.96 0.250 0.017 0.983
5136065 70.00 0.250 0.017 0.483
5136075 95.00 13 0.250 0.017 0.608
5136086 78.51 0.250 0.017 0.108
5136091 90.00 06 0.250 0.017 0.858
5136092 90.00 06 0.250 0.017 1.233
5136096 90.00 01 0.250 0.017 0.983
5136099 90.00 17 0.250 0.017 1.233
5136102 74.07 0.250 0.017 1.108
5136107 87.31 01 0.250 0.017 1.233
5136108 75.00 0.250 0.017 0.733
5136111 90.00 0.250 0.017 1.108
5136119 89.50 01 0.250 0.017 0.483
5136160 86.96 13 0.250 0.017 1.608
5136168 90.00 13 0.250 0.017 1.358
5136175 79.76 0.250 0.017 0.983
5136196 77.63 0.250 0.017 0.983
5136210 65.00 0.250 0.017 1.108
5136464 71.43 0.250 0.017 1.233
5137780 80.00 0.250 0.017 1.358
5137783 90.00 06 0.250 0.017 1.483
5137787 90.00 06 0.250 0.017 1.483
5137792 64.52 0.250 0.017 0.983
5137801 80.00 0.250 0.017 1.358
5150779 90.00 33 0.250 0.017 1.483
5150857 84.76 0.250 0.017 0.983
5151415 79.97 0.250 0.017 0.983
5152184 33.54 0.250 0.017 0.733
5152197 80.00 0.250 0.017 0.233
5152202 90.00 13 0.250 0.017 0.733
5152207 80.00 0.250 0.017 0.733
5152223 90.00 13 0.250 0.017 0.858
5152231 80.00 0.250 0.017 1.108
5152242 89.98 13 0.250 0.017 1.233
5152249 88.98 11 0.250 0.017 1.358
5152258 69.76 0.250 0.017 1.483
5152265 90.00 11 0.250 0.017 0.983
5152277 75.00 0.250 0.017 0.733
5152353 90.00 11 0.250 0.017 0.983
5152360 90.00 33 0.250 0.017 0.858
5152370 69.05 0.250 0.017 0.733
5152379 90.00 11 0.250 0.017 0.733
5152386 90.00 12 0.250 0.017 1.358
5152421 51.16 0.250 0.017 0.733
5152429 90.00 13 0.250 0.017 0.983
5152430 90.00 12 0.250 0.017 0.733
5152434 80.00 0.250 0.017 1.108
5152443 89.95 13 0.250 0.017 1.358
5152451 90.00 12 0.250 0.017 1.358
5152456 90.00 33 0.250 0.017 1.108
5152461 90.00 33 0.250 0.017 0.733
5152467 51.15 0.250 0.017 0.733
5152470 80.00 0.250 0.017 1.108
5152473 36.84 0.250 0.017 0.983
5152479 90.00 13 0.250 0.017 1.233
5152501 90.00 06 0.250 0.017 1.233
5152504 90.00 33 0.250 0.017 1.108
5152506 70.00 0.250 0.017 1.233
5152510 75.00 0.250 0.017 0.733
5152511 90.00 11 0.250 0.017 1.358
5152512 90.00 01 0.250 0.017 0.983
5152519 90.00 13 0.250 0.017 0.983
5152526 90.00 13 0.250 0.017 1.233
5152529 75.00 0.250 0.017 0.733
5152530 90.00 11 0.250 0.017 0.983
5152540 89.45 13 0.250 0.017 1.108
5152542 90.00 13 0.250 0.017 1.108
5152547 40.29 0.250 0.017 0.983
5152559 54.55 0.250 0.017 0.733
5152562 80.00 0.250 0.017 0.733
5152563 75.00 0.250 0.017 0.733
5152570 90.00 13 0.250 0.017 0.608
5152572 89.96 13 0.250 0.017 0.733
5152580 90.00 11 0.250 0.017 1.108
5152582 80.00 0.250 0.017 0.733
5152585 90.00 11 0.250 0.017 0.733
5152597 90.00 17 0.250 0.017 1.358
5152600 95.00 11 0.250 0.017 0.733
5152608 90.00 33 0.250 0.017 1.233
5152623 70.00 0.250 0.017 0.733
5152626 89.37 17 0.250 0.017 0.858
5152630 65.00 0.250 0.017 0.733
5152634 89.37 17 0.250 0.017 0.858
5152640 90.00 11 0.250 0.017 0.483
5152644 90.00 11 0.250 0.017 0.733
5152653 60.00 0.250 0.017 0.733
5152655 90.00 33 0.250 0.017 1.108
5152691 90.00 33 0.250 0.017 0.358
5152701 90.00 13 0.250 0.017 1.233
5152706 89.48 33 0.250 0.017 0.983
5152741 62.73 0.250 0.017 0.858
5152744 90.00 33 0.250 0.017 1.358
COUNT: 180
WAC: 8.627025254
WAM: 355.1868456
WALTV: 80.71235826
NISTAR
NMI / 2000-01 Exhibit F-3A (Group I)
30 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
TABLE (CONTINUED)
(i) (xvii) (xviii)
--------- -------------------------- ---------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
--------- -------------------------- ---------------------------------
4837822 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4837844 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4880116 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881212 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4945052 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4981165 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4984565 MORGAN STANLEY DEAN WITT MORGAN STANLEY DEAN WITT
4986529 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4986816 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5049307 MORGAN STANLEY DEAN WITT MORGAN STANLEY DEAN WITT
5049396 MORGAN STANLEY DEAN WITT MORGAN STANLEY DEAN WITT
5060055 MORGAN STANLEY DEAN WITT MORGAN STANLEY DEAN WITT
5119562 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5125722 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5125758 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5135323 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135351 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135357 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135398 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135410 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135423 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135443 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135451 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135466 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135475 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135484 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135487 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135513 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135527 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135532 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135540 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135551 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135560 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135563 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135574 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135581 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135585 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135592 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135602 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135609 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135618 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135624 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135638 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135643 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135659 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135682 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135687 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135690 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135698 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135709 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135721 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135738 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135886 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135887 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135893 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135895 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135896 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135898 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135899 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135905 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135907 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135910 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135911 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135916 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135921 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135922 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135938 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135949 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135953 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135971 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135974 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135977 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135990 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5135997 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136002 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136006 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136017 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136022 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136030 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136032 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136033 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136041 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136042 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136049 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136051 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136055 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136057 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136059 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136063 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136065 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136075 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136086 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136091 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136092 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136096 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136099 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136102 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136107 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136108 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136111 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136119 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136160 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136168 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136175 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136196 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136210 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136464 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5137780 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5137783 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5137787 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5137792 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5137801 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5150779 DOWNEY SAVINGS & LOAN ASSO DOWNEY SAVINGS & LOAN ASSO
5150857 DOWNEY SAVINGS & LOAN ASSO DOWNEY SAVINGS & LOAN ASSO
5151415 DOWNEY SAVINGS & LOAN ASSO DOWNEY SAVINGS & LOAN ASSO
5152184 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152197 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152202 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152207 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152223 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152231 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152242 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152249 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152258 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152265 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152277 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152353 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152360 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152370 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152379 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152386 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152421 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152429 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152430 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152434 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152443 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152451 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152456 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152461 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152467 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152470 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152473 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152479 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152501 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152504 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152506 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152510 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152511 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152512 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152519 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152526 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152529 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152530 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152540 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152542 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152547 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152559 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152562 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152563 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152570 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152572 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152580 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152582 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152585 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152597 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152600 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152623 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152626 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152630 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152634 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152640 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152644 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152653 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152655 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152691 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152701 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152706 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152741 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152744 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
COUNT: 180
WAC: 8.627025254
WAM: 355.1868456
WALTV: 80.71235826
EXHIBIT F-3B
[Schedule of Group II Mortgage Loans Serviced by Other Servicers]
NISTAR
NMI / 2000-01 Exhibit F-3B (Group II)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(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
-------- ------------------------------------------------------------- -------- ---------- -------- -----------
4945973 NORTHPORT NY 11768 SFD 7.125 6.858 $3,623.33 180 1-Nov-13
4946032 MINNEAPOLIS MN 55410 SFD 6.625 6.358 $4,576.55 180 1-Nov-13
4980100 ABILENE TX 79603 MF2 7.500 7.233 $282.74 180 1-Aug-13
4980219 TEXAS CITY TX 77590 MF2 7.500 7.233 $240.10 180 1-Jun-13
4980247 NORTH RICHLAND HILLS TX 76180 MF2 6.750 6.483 $402.64 180 1-Mar-13
5009413 MANSFIELD MO 65704 SFD 8.875 7.500 $204.84 180 1-Nov-13
5009566 NIAGARA FALLS NY 14301 MF3 7.375 7.108 $344.97 180 1-Mar-14
5046557 YONKERS NY 10701 MF2 7.250 6.983 $1,186.73 180 1-Apr-14
5046666 LAGUNA HILLS CA 92653 HCO 6.875 6.608 $1,204.01 180 1-Apr-14
5046725 HIGHLAND PARK IL 60035 SFD 7.125 6.858 $2,151.35 180 1-Apr-14
5049501 VIRGINIA BEACH VA 23456 SFD 7.625 7.358 $485.74 180 1-Dec-13
5119727 EDGEWATER FL 32132 SFD 8.000 7.500 $668.96 180 1-Aug-14
5145968 PAWLING NY 12564 SFD 8.000 7.500 $5,554.73 180 1-Nov-14
5145997 MT CLEMINS MI 48043 MF2 8.500 7.500 $597.74 180 1-Sep-14
5146011 STOKESDALE NC 27357 SFD 8.000 7.500 $682.34 180 1-Dec-14
5146016 WEST MONROE LA 71291 SFD 7.875 7.500 $782.47 180 1-Dec-14
5146017 BOISE ID 83704 MF4 8.000 7.500 $1,475.53 180 1-Nov-14
5146025 HONOLULU HI 96821 SFD 7.250 6.983 $3,765.56 180 1-Jul-14
5146033 BERNARDS TWP NJ 07920 SFD 7.000 6.733 $3,033.55 180 1-Jul-14
5146102 ARLINGTON TX 76016 SFD 7.750 7.483 $3,212.10 180 1-Aug-14
5146107 NEWPORT OR 97365 SFD 7.750 7.483 $2,541.44 180 1-Aug-14
5146108 KATY TX 77450 PUD 7.625 7.358 $3,269.45 180 1-Sep-14
5146114 WAKE FOREST NC 27587 SFD 8.000 7.500 $2,580.26 180 1-Jul-14
5146115 LOS GATOS CA 95033 SFD 8.375 7.500 $4,017.22 180 1-Oct-14
5146120 MASSAPEQUA NY 11758 SFD 6.875 6.608 $3,344.45 180 1-Aug-14
5146122 BRIDGEPORT CT 06610 MF2 8.875 7.500 $528.59 180 1-Nov-14
5146126 PELHAM AL 35124 SFD 7.500 7.233 $2,662.38 180 1-Aug-14
5146131 EAST POINT GA 30344 MF2 8.875 7.500 $619.21 180 1-Sep-14
5146139 DEARBORN MI 48126 MF3 9.000 7.500 $1,255.16 180 1-Nov-14
5146150 COLUMBUS OH 43201 MF2 8.500 7.500 $996.56 180 1-Nov-14
5146166 PEEKSKILL NY 10566 MF2 8.250 7.500 $824.62 180 1-Dec-14
5146169 MCKEESPORT PA 15131 MF2 8.625 7.500 $297.62 180 1-Dec-14
5146180 ROCKFORD IL 61107 MF4 8.875 7.500 $752.62 180 1-Nov-14
5146608 JACKSON TN 38301 SFD 8.500 7.500 $491.88 180 1-Nov-14
5146641 SHARPSVILLE PA 16150 SFD 7.875 7.500 $580.45 180 1-Nov-14
5152201 VANCOUVER WA 98662 SFD 7.875 7.500 $500.21 180 1-Jun-14
5152348 TUCSON AZ 85705 MF2 8.500 7.500 $590.85 180 1-Dec-14
5152356 SPRINGFIELD MA 01104 MF3 8.625 7.500 $569.46 180 1-Dec-14
5152369 PHOENIX AZ 85008 MF4 8.375 7.500 $818.11 180 1-Dec-14
5152380 JAMAICA PLACE MA 02130 MF3 8.375 7.500 $2,199.21 180 1-Jan-15
5152390 HOUSTON TX 77030 LCO 8.375 7.500 $299.09 180 1-Jan-15
5152409 MINOT ND 58701 SFD 8.625 7.500 $223.22 180 1-Jan-15
5152416 HOUSTON TX 77008 MF4 9.125 7.500 $741.77 180 1-Jan-15
TABLE (CONTINUED)
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
----- -------------- ------ -------- --------- -------- ----------- -----------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- -------------- ------ -------- --------- -------- ----------- -----------
4945973 $380,476.41 53.33 0.250 0.017 0.000
4946032 $494,759.03 75.00 0.250 0.017 0.000
4980100 $28,750.84 69.95 0.250 0.017 0.000
4980219 $24,239.05 70.00 0.250 0.017 0.000
4980247 $41,906.50 70.00 0.250 0.017 0.000
5009413 $18,638.86 65.00 0.250 0.017 1.108
5009566 $36,201.83 75.76 0.250 0.017 0.000
5046557 $123,683.36 43.33 0.250 0.017 0.000
5046666 $130,581.55 100.00 0.250 0.017 0.000
5046725 $229,774.08 50.00 0.250 0.017 0.000
5049501 $49,733.34 96.30 0.250 0.017 0.000
5119727 $68,765.83 41.18 0.250 0.017 0.233
5145968 $576,177.14 75.00 0.250 0.017 0.233
5145997 $59,687.19 84.90 0.250 0.017 0.733
5146011 $70,985.94 85.00 11 0.250 0.017 0.233
5146016 $82,016.29 75.00 0.250 0.017 0.108
5146017 $153,052.46 80.00 0.250 0.017 0.233
5146025 $403,423.18 75.00 0.250 0.017 0.000
5146033 $329,507.76 77.59 0.250 0.017 0.000
5146102 $335,102.34 65.00 0.250 0.017 0.000
5146107 $264,845.13 60.00 0.250 0.017 0.000
5146108 $343,677.60 72.92 0.250 0.017 0.000
5146114 $264,427.71 75.00 0.250 0.017 0.233
5146115 $406,356.55 60.00 0.250 0.017 0.608
5146120 $367,720.35 75.00 0.250 0.017 0.000
5146122 $52,075.95 75.00 0.250 0.017 1.108
5146126 $281,913.71 80.00 0.250 0.017 0.000
5146131 $60,599.94 75.00 0.250 0.017 1.108
5146139 $122,690.81 75.00 0.250 0.017 1.233
5146150 $100,354.86 74.96 0.250 0.017 0.733
5146166 $82,043.63 45.95 0.250 0.017 0.483
5146169 $29,835.43 73.17 0.250 0.017 0.858
5146180 $74,146.21 65.00 0.250 0.017 1.108
5146608 $49,424.02 90.00 17 0.250 0.017 0.733
5146641 $60,660.00 90.00 13 0.250 0.017 0.108
5152201 $51,375.97 90.00 11 0.250 0.017 0.108
5152348 $59,667.13 63.16 0.250 0.017 0.733
5152356 $57,085.07 70.00 0.250 0.017 0.858
5152369 $83,230.46 90.00 13 0.250 0.017 0.608
5152380 $224,371.10 90.00 11 0.250 0.017 0.608
5152390 $30,514.47 90.00 11 0.250 0.017 0.608
5152409 $22,438.50 90.00 13 0.250 0.017 0.858
5152416 $72,410.29 60.00 0.250 0.017 1.358
$6,799,327.87
COUNT: 43
WAC: 7.679764098
WAM: 173.3225465
WALTV: 71.50273274
NISTAR
NMI / 2000-01 Exhibit F-3B (Group II)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
TABLE (CONTINUED)
(i) (xvii) (xviii)
----- ---------------------------- ----------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ---------------------------- ----------------------------------
4945973 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4946032 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4980100 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980219 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4980247 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5009413 MORGAN STANLEY DEAN WITT MORGAN STANLEY DEAN WITT
5009566 MORGAN STANLEY DEAN WITT MORGAN STANLEY DEAN WITT
5046557 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5046666 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5046725 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5049501 MORGAN STANLEY DEAN WITT MORGAN STANLEY DEAN WITT
5119727 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5145968 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5145997 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146011 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146016 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146017 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146025 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146033 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146102 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146107 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146108 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146114 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146115 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146120 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146122 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146126 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146131 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146139 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146150 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146166 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146169 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146180 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146608 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146641 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5152201 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152348 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152356 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152369 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152380 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152390 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152409 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152416 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
COUNT: 43
WAC: 7.679764098
WAM: 173.3225465
WALTV: 71.50273274
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
Name of Mortgagor: ______________________________________
Servicer
Loan No.: ______________________________________
Custodian/Trustee
Name: ______________________________________
Address: ______________________________________
______________________________________
Custodian/Trustee
Mortgage File No.: ______________________________________
Seller
Name: ______________________________________
Address: ______________________________________
______________________________________
Certificates: Mortgage Asset-Backed Pass-Through
Certificates, Series 2000-1
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-1, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of February 28, 2000 (the "Pooling and Servicing
Agreement") among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ______________, 200__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when the
need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided
in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and
the Master Servicer shall keep the Documents and any proceeds separate
and distinct from all other property in the Master Servicer's
possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:____________________________________
Name:
Title:
Date: ________________, 19__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within
the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as
amended (the "Code"), or an ERISA Prohibited Holder, and will not be a
"disqualified organization" or an ERISA Prohibited Holder, as of [date of
transfer], and that the Purchaser is not acquiring Norwest Integrated Structured
Assets, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1,
Class I-A-R Certificate (the "Class I-A-R Certificate") for the account of, or
as agent (including a broker, nominee, or other middleman) for, any person or
entity from which it has not received an affidavit substantially in the form of
this affidavit. For these purposes, a "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class I-A-R
Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class I-A-R Certificate in excess of cash flows
generated by the Class I-A-R Certificate.
6. That the Purchaser will not transfer the Class I-A-R
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class I-A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class I-A-R Certificate to it is
in accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class I-A-R Certificate will not be
disregarded for federal income tax purposes. "U.S. Person" means a citizen or
resident of the United States, a corporation or partnership (unless, in the case
of a partnership, Treasury regulations are adopted that provide otherwise)
created or organized in or under the laws of the United States, any 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 I-A-R Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of , 19 __.
[Name of Purchaser]
By:____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 19 __.
____________________________________
Notary Public
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
EXHIBIT I
[Letter from Transferor of Class I-A-R Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Norwest Integrated Structured Assets, Inc.,
Series 2000-1, Class I-A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
_____________________________
EXHIBIT J
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2000-1
CLASS [I-A-PO][II-A-PO][B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
_________________ __, ____
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Norwest Integrated Structured Assets, Inc.
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest
Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 2000-1, Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates
(the "Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates") in the principal
amount of $___________. In doing so, the Purchaser hereby acknowledges and
agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of February 28, 2000 (the "Pooling and
Servicing Agreement") among Norwest Integrated Structured Assets, Inc., as
seller (the "Seller"), Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), of Norwest Integrated Structured Assets, Inc. Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-1.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [I-A-PO][II-A-PO][B-4][B-5][B-6]
Certificates, and to enter into this Agreement, and duly executed and delivered
this Agreement.
(b) The Purchaser is acquiring the Class [I-A-PO][II-A-PO][B-4][B-5]
[B-6] Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the economic
risk of an investment in the Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates
and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates and reviewed, to the
extent it deemed appropriate, the documents attached thereto or incorporated by
reference therein, (b) it has had the opportunity to ask questions of, and
receive answers from the Seller concerning the Class
[I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates and all matters relating thereto,
and obtain any additional information (including documents) relevant to its
decision to purchase the Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates
that the Seller possesses or can possess without unreasonable effort or expense
and (c) it has undertaken its own independent analysis of the investment in the
Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of the
Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates other than in connection
with a subsequent sale of Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates is in
compliance therewith.
Section 3. Transfer of Class [I-A-PO][II-A-PO][B-4][B-5][B-6]
Certificates.
Section 4.6 The Purchaser understands that the Class
[I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates have not been registered under the
Securities Act of 1933 (the "Act") or any state securities laws and that no
transfer may be made unless the Class [I-A-PO][II-A-PO][B-4][B-5][B-6]
Certificates are registered under the Act and applicable state law or unless an
exemption from registration is available. The Purchaser further understands that
neither the Seller, the Master Servicer nor the Trustee is under any obligation
to register the Class [I-A-PO][II-A-PO][B-4][B-5][B-6] Certificates or make an
exemption available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i) the
Trustee shall require, in order to assure compliance with such laws, that the
Certificateholder's prospective transferee certify to the Trustee as to the
factual basis for the registration or qualification exemption relied upon, and
(ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trustee or the Seller may, if such transfer
is made within three years from the later of (a) the Closing Date or (b) the
last date on which the Seller or any affiliate thereof was a holder of the
Certificates proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state securities
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, any Paying Agent acting on behalf of the Trustee and the Seller
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
(b) No transfer of a Class [I-A-PO][II-A-PO][B-4][B-5][B-6]
Certificate shall be made unless the transferee provides the Seller and the
Trustee with a Transferee's Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [I-A-PO][II-A-PO][B-4]
[B-5][B-6] Certificates bear a legend setting forth the applicable restrictions
on transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:____________________________________
Its:___________________________________
EXHIBIT K
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2000-1
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
________________ __, ____
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Norwest Integrated Structured Assets, Inc.
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest
Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 2000-1, Class [B-1] [B-2] [B-3] Certificates (the "Class
[B-1] [B-2] [B-3] Certificates") in the principal amount of $___________. In
doing so, the Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of February 28, 2000 (the "Pooling and
Servicing Agreement") among Norwest Integrated Structured Assets, Inc., as
seller (the "Seller"), Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee") of Norwest Integrated Structured Assets, Inc. Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-1.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-1] [B-2] [B-3] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-1][B-2][B-3]
Certificate are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By:____________________________________
Its:___________________________________
[Reserved]
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
FT Mortgage Companies Servicing Agreement
North American Mortgage Company Servicing Agreement
Downey Savings and Loan Association Servicing Agreement
Morgan Stanley Dean Witter Credit Corporation Servicing Agreement
Bank United Servicing Agreement
National City Mortgage Company Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the
"Agreement") is made and entered into as of , between Norwest Bank Minnesota,
National Association (the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
__________________ is the holder of the entire interest in Norwest
Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 2000-1, Class ____ (the "Class B Certificates"). The Class
B Certificates were issued pursuant to a Pooling and Servicing Agreement dated
as of February 28, 2000 among Norwest Integrated Structured Assets, Inc., as
seller (the "Seller"), Norwest Bank Minnesota, National Association, as Master
Servicer and First Union National Bank, as Trustee.
__________________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Moody's Investors Service, Inc.
("Moody's") or at least F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and
time deposits in, certificates of deposit of, any depository institution or
trust company (which may be an affiliate of the Company) incorporated under the
laws of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking authorities, so long
as at the time of such investment either (x) the long-term debt obligations of
such depository institution or trust company have a rating of at least AA by
Fitch or Aa2 by Moody's, (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 P-1 by Moody's or F-1 by Fitch or (z) the depository
institution or trust company is one that is acceptable to either Moody's or
Fitch and, for each of the preceding clauses (i), (iv), (v) and (vi), the
maturity thereof shall be not later than the earlier to occur of (A) 30 days
from the date of the related investment and (B) the next succeeding Distribution
Date as defined in the related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the
Pooling and Servicing Agreement relating to the realization upon defaulted
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i)Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days
or more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with
any Mortgage Loan, the Company shall cause (to the extent that the Company
as Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure
Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, the related Servicer shall continue
to service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure
Proceedings
(a) In connection with any Mortgage Loan identified in a report
under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to
cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement, the related Servicer to proceed
with the Commencement of Foreclosure as soon as practicable. Such election must
be evidenced by written notice received by the Company by 5:00 p.m., New York
City time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose,
the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Foreclose, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than Commencement of Foreclosure as provided herein). In connection therewith,
the Company shall have the same rights to make withdrawals for Monthly Advances
and Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust
Estate, the Purchaser's right to make any Election to Delay Foreclosure or any
Election to Foreclose and the Company's obligations under Section 2.01 shall
terminate (i) at such time as the Principal Balance of the Class B Certificates
has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or
higher percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Integrated Structured Assets, Inc. Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-1. Amounts held in the
Collateral Fund shall continue to be the property of the Purchaser, subject to
the first priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all
Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 Collateral Fund Permitted Investments
The Company shall, at the written direction of the Purchaser, invest
the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any
interest earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in
the Collateral for the benefit of the Certificateholders. The Purchaser shall
take all actions requested by the Company as may be reasonably necessary to
perfect the security interest created under this Agreement in the Collateral and
cause it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04 Collateral Shortfalls
In the event that amounts on deposit in the Collateral Fund at any
time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Amendment
This Agreement may be amended from time to time by the Company and
the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 Counterparts
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 Governing Law
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 Notices
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(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.
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:
