NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of March 29, 1999
$300,001,237.22
Mortgage Pass-Through Certificates
Series 1999-10
TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions.......................................................1
Section 1.02 Acts of Holders..................................................44
Section 1.03 Effect of Headings and Table of Contents.........................45
Section 1.04 Benefits of Agreement............................................45
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans......................................1
Section 2.02 Acceptance by Trustee.............................................2
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller......................................................3
Section 2.04 Execution and Delivery of Certificates...........................11
Section 2.05 Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date..................................11
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...............................................1
Section 3.02 Permitted Withdrawals from the Certificate Account................2
Section 3.03 Advances by Master Servicer and Trustee...........................4
Section 3.04 Trustee to Cooperate; Release of Owner Mortgage Loan Files........6
Section 3.05 Reports to the Trustee; Annual Compliance Statements.............7
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan........8
Section 3.07 Amendments to Servicing Agreements, Modification of Standard
Provisions.............................. .......................8
Section 3.08 Oversight of Servicing............................................9
Section 3.09 Termination and Substitution of Servicing Agreements.............12
Section 3.10 Application of Net Liquidation Proceeds..........................12
Section 3.11 1934 Act Reports.................................................13
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO
CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01 Distributions.....................................................1
Section 4.02 Allocation of Realized Losses.....................................6
Section 4.03 Paying Agent......................................................9
Section 4.04 Statements to Certificateholders; Report to the Trustee
and the Seller.................................................10
Section 4.05 Reports to Mortgagors and the Internal Revenue Service...........14
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer.................................14
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..................................................1
Section 5.02 Registration of Certificates......................................3
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.................7
Section 5.04 Persons Deemed Owners.............................................7
Section 5.05 Access to List of Certificateholders' Names and Addresses.........7
Section 5.06 Maintenance of Office or Agency...................................8
Section 5.07 Definitive Certificates...........................................8
Section 5.08 Notices to Clearing Agency........................................9
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...................1
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer......1
Section 6.03 Limitation on Liability of the Seller, the Master Servicer
and Others......................................................1
Section 6.04 Resignation of the Master Servicer................................2
Section 6.05 Compensation to the Master Servicer...............................2
Section 6.06 Assignment or Delegation of Duties by Master Servicer.............2
Section 6.07 Indemnification of Trustee and Seller by Master Servicer..........3
Section 6.08 Master Servicer Year 2000 Compliance..............................3
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.................................................1
Section 7.02 Other Remedies of Trustee.........................................2
Section 7.03 Directions by Certificateholders and Duties of Trustee During
Event of Default................................................3
Section 7.04 Action upon Certain Failures of the Master Servicer and upon
Event of Default................................................3
Section 7.05 Trustee to Act; Appointment of Successor..........................3
Section 7.06 Notification to Certificateholders................................5
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.................................................1
Section 8.02 Certain Matters Affecting the Trustee.............................2
Section 8.03 Trustee Not Required to Make Investigation........................3
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.............3
Section 8.05 Trustee May Own Certificates......................................3
Section 8.06 The Master Servicer to Pay Fees and Expenses......................3
Section 8.07 Eligibility Requirements..........................................4
Section 8.08 Resignation and Removal...........................................4
Section 8.09 Successor.........................................................5
Section 8.10 Merger or Consolidation...........................................5
Section 8.11 Authenticating Agent..............................................6
Section 8.12 Separate Trustees and Co-Trustees.................................6
Section 8.13 Appointment of Custodians.........................................8
Section 8.14 Tax Matters; Compliance with REMIC Provisions.....................8
Section 8.15 Monthly Advances.................................................10
Section 8.16 Trustee Year 2000 Compliance.....................................11
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of All
Mortgage Loans..................................................1
Section 9.02 Additional Termination Requirements...............................3
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment........................................................1
Section 10.02 Recordation of Agreement.........................................3
Section 10.03 Limitation on Rights of Certificateholders.......................3
Section 10.04 Governing Law; Jurisdiction......................................4
Section 10.05 Notices..........................................................4
Section 10.06 Severability of Provisions.......................................4
Section 10.07 Special Notices to Rating Agencies...............................4
Section 10.08 Covenant of Seller...............................................5
Section 10.09 Recharacterization...............................................6
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate..................................1
Section 11.02 Cut-Off Date.....................................................1
Section 11.03 Cut-Off Date Aggregate Principal Balance.........................1
Section 11.04 Original Class A Percentage......................................1
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates................................. 1
Section 11.06 Original Class A Non-PO Principal Balance........................1
Section 11.07 Original Subordinated Percentage.................................1
Section 11.08 Original Class B-1 Percentage....................................1
Section 11.09 Original Class B-2 Percentage....................................1
Section 11.10 Original Class B-3 Percentage....................................1
Section 11.11 Original Class B-4 Percentage....................................2
Section 11.12 Original Class B-5 Percentage....................................2
Section 11.13 Original Class B-6 Percentage....................................2
Section 11.14 Original Class B Principal Balance...............................2
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates...................................................2
Section 11.16 Original Class B-1 Fractional Interest...........................2
Section 11.17 Original Class B-2 Fractional Interest...........................2
Section 11.18 Original Class B-3 Fractional Interest...........................2
Section 11.19 Original Class B-4 Fractional Interest...........................2
Section 11.20 Original Class B-5 Fractional Interest...........................2
Section 11.21 Closing Date.....................................................3
Section 11.22 Right to Purchase................................................3
Section 11.23 Wire Transfer Eligibility........................................3
Section 11.24 Single Certificate...............................................3
Section 11.25 Servicing Fee Rate...............................................3
Section 11.26 Master Servicing Fee Rate........................................3
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1999-10 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest Mortgage from
Locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest Mortgage in
Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
This Pooling and Servicing Agreement, dated as of March 29, 1999 executed by
NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL BANK, as
Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
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.
ADDITIONAL COLLATERAL: As defined in the MLCC Servicing Agreement.
ADDITIONAL COLLATERAL MORTGAGE LOANS: As defined in the MLCC Servicing
Agreement.
ADJUSTED POOL AMOUNT: With respect to any Distribution Date, the Cut-Off Date
Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
ADJUSTED POOL AMOUNT (PO PORTION): With respect to any Distribution Date, the
sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
ADJUSTED PRINCIPAL BALANCE: As to any Distribution Date and any Class of Class B
Certificates, the greater of (A) zero and (B) (i) the Principal Balance of such
Class with respect to such Distribution Date minus (ii) the Adjustment Amount
for such Distribution Date less the Principal Balances for any Classes of Class
B Certificates with higher numerical designations.
ADJUSTMENT AMOUNT: For any Distribution Date, the difference between (A) the sum
of the Class A Principal Balance and Class B Principal Balance as of the related
Determination Date and (B) the sum of (i) the sum of the Class A Principal
Balance and Class B Principal Balance as of the Determination Date succeeding
such Distribution Date, (ii) the principal portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
AGGREGATE CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
AGGREGATE CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date, an
amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
AGGREGATE CURRENT BANKRUPTCY LOSSES: With respect to any Distribution Date, the
sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
AGGREGATE CURRENT FRAUD LOSSES: With respect to any Distribution Date, the sum
of all Fraud Losses incurred on any of the Mortgage Loans in the month preceding
the month of such Distribution Date.
AGGREGATE CURRENT SPECIAL HAZARD LOSSES: With respect to any Distribution Date,
the sum of all Special Hazard Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
AGGREGATE FORECLOSURE PROFITS: As to any Distribution Date, the aggregate amount
of Foreclosure Profits with respect to all of the Mortgage Loans.
AGREEMENT: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
APPLICABLE UNSCHEDULED PRINCIPAL RECEIPT PERIOD: With respect to the Mortgage
Loans serviced by each Servicer and each of Full Unscheduled Principal Receipts
and Partial Unscheduled Principal Receipts, the Unscheduled Principal Receipt
Period specified on Schedule I hereto, as amended from time to time by the
Master Servicer pursuant to Section 10.01(b) hereof.
AUTHENTICATING AGENT: Any authenticating agent appointed by the Trustee pursuant
to Section 8.11. There shall initially be no Authenticating Agent for the
Certificates.
AVAILABLE MASTER SERVICER COMPENSATION: As to any Distribution Date, the sum of
(a) the Master Servicing Fee for such Distribution Date, (b) interest earned
through the business day preceding the applicable Distribution Date on any
Prepayments in Full remitted to the Master Servicer and (c) the aggregate amount
of Month End Interest remitted by the Servicers to the Master Servicer pursuant
to the related Servicing Agreements.
BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient Valuation or
Debt Service Reduction; PROVIDED, HOWEVER, that a Bankruptcy Loss shall not be
deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
BANKRUPTCY LOSS AMOUNT: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
BANK UNITED MORTGAGE LOAN SALE AGREEMENT: The mortgage loan sale agreement dated
as of September 17, 1998 between Bank United, as seller, and Norwest Funding,
Inc., as purchaser.
BENEFICIAL OWNER: With respect to a Book-Entry Certificate, the Person who is
the beneficial owner of such Book-Entry Certificate, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency), as the case may be.
BOOK-ENTRY CERTIFICATE: Any one of the Class A-1 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a legal
holiday in the City of New York, State of Iowa, State of Maryland, State of
Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
CERTIFICATE: Any one of the Class A Certificates or Class B Certificates.
CERTIFICATE ACCOUNT: The trust account established and maintained by the Master
Servicer in the name of the Master Servicer on behalf of the Trustee pursuant to
Section 3.01. The Certificate Account shall be an Eligible Account.
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trustee.
CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
CLASS: All certificates whose form is identical except for variations in the
Percentage Interest evidenced thereby.
CLASS A CERTIFICATE: Any one of the Class A-1 Certificates, Class A-PO
Certificates and Class A-R Certificate.
CLASS A CERTIFICATEHOLDER: The registered holder of a Class A Certificate.
CLASS A DISTRIBUTION AMOUNT: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-PO Certificates), the amount
distributable to such Class of Class A Certificates pursuant to Paragraphs
first, second and third clause (A) of Section 4.01(a). As to any Distribution
Date and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a) on such Distribution Date.
CLASS A FIXED PASS-THROUGH RATE: As to any Distribution Date, the rate per annum
set forth in Section 11.01.
CLASS A INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class A Certificates with respect to
such Distribution Date.
CLASS A INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
CLASS A INTEREST SHORTFALL AMOUNT: As to any Distribution Date and any Class of
Class A Certificates, any amount by which the Interest Accrual Amount of such
Class with respect to such Distribution Date exceeds the amount distributed in
respect of such Class on such Distribution Date pursuant to Paragraph first of
Section 4.01(a).
CLASS A LOSS DENOMINATOR: As to any Determination Date, an amount equal to the
Class A Non-PO Principal Balance.
CLASS A LOSS PERCENTAGE: As to any Determination Date and any Class of Class A
Certificates (other than the Class A-PO Certificates) then outstanding, the
percentage calculated by dividing the Principal Balance of such Class by the
Class A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
CLASS A NON-PO OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the Aggregate
Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal Principal
Amount.
CLASS A NON-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect
to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by
the Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of
such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such defective Mortgage Loan.
CLASS A NON-PO PRINCIPAL BALANCE: As of any date, an amount equal to the Class A
Principal Balance less the Principal Balance of the Class A-PO Certificates.
CLASS A NON-PO PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date, will
be equal to the amount distributed pursuant to priority third clause (A) of the
Pool Distribution Amount Allocation, in an aggregate amount up to the Class A
Non-PO Optimal Principal Amount.
CLASS A PASS-THROUGH RATE: As to the Class A-1 and Class A-R Certificates, the
Class A Fixed Pass-Through Rate. The Class A-PO Certificates are not entitled to
interest and have no Class A Pass-Through Rate.
CLASS A PERCENTAGE: As to any Distribution Date occurring on or prior to the
Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
CLASS A PREPAYMENT PERCENTAGE: As to any Distribution Date to and including the
Distribution Date in March 2004, 100%. As to any Distribution Date subsequent to
March 2004 to and including the Distribution Date in March 2005, the Class A
Percentage as of such Distribution Date plus 70% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to March
2005 to and including the Distribution Date in March 2006, the Class A
Percentage as of such Distribution Date plus 60% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to March
2006 to and including the Distribution Date in March 2007, the Class A
Percentage as of such Distribution Date plus 40% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to March
2007 to and including the Distribution Date in March 2008, the Class A
Percentage as of such Distribution Date plus 20% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to March
2008, the Class A Percentage as of such Distribution Date. The foregoing is
subject to the following: (i) if the aggregate distribution to Holders of Class
A Certificates on any Distribution Date of the Class A Prepayment Percentage
provided above of (a) Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Class A Non-PO Principal Balance below zero,
the Class A Prepayment Percentage for such Distribution Date shall be the
percentage necessary to bring the Class A Non-PO Principal Balance to zero and
thereafter the Class A Prepayment Percentage shall be zero and (ii) if the Class
A Percentage as of any Distribution Date is greater than the Original Class A
Percentage, the Class A Prepayment Percentage for such Distribution Date shall
be 100%. Notwithstanding the foregoing, with respect to any Distribution Date on
which the following criteria are not met, the reduction of the Class A
Prepayment Percentage described in the second through sixth sentences of this
definition of Class A Prepayment Percentage shall not be applicable with respect
to such Distribution Date. In such event, the Class A Prepayment Percentage for
such Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class A Prepayment Percentage for the
Distribution Date occurring in the March preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class A
Prepayment Percentage for the current Distribution Date, the current Class A
Percentage and Subordinated Percentage shall be utilized). In order for the
reduction referred to in the second through sixth sentences to be applicable,
with respect to any Distribution Date (a) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
on the Mortgage Loans that were delinquent 60 days or more (including for this
purpose any payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage Loans) must be less than 50% of the current Class B Principal Balance
and (b) cumulative Realized Losses shall not exceed (1) 30% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
April 2004 and March 2005, (2) 35% of the Original Class B Principal Balance if
such Distribution Date occurs between and including April 2005 and March 2006,
(3) 40% of the Original Class B Principal Balance if such Distribution Date
occurs between and including April 2006 and March 2007, (4) 45% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
April 2007 and March 2008, and (5) 50% of the Original Class B Principal Balance
if such Distribution Date occurs during or after April 2008. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trustee, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.
CLASS A PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Principal Balances for the Class A-1 Certificates, Class A-PO Certificates and
Class A-R Certificate.
CLASS A UNPAID INTEREST SHORTFALL: As to any Distribution Date and any Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a).
CLASS A-1 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-1 and Exhibit C hereto.
CLASS A-1 CERTIFICATEHOLDER: The registered holder of a Class A-1 Certificate.
CLASS A-PO CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-PO and Exhibit C hereto.
CLASS A-PO CERTIFICATEHOLDER: The registered holder of a Class A-PO Certificate.
CLASS A-PO DEFERRED AMOUNT: For any Distribution Date prior to the Cross-Over
Date, the difference between (A) the sum of (x) the amount by which the sum of
the Class A-PO Optimal Principal Amounts for all prior Distribution Dates
exceeded the amounts distributed on the Class A-PO Certificates on such prior
Distribution Dates pursuant to Paragraph third clause (B) of Section 4.01(a) and
(y) the sum of the product for each Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the applicable
Unscheduled Principal Receipt Period for the current Distribution Date of (a)
the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the
principal portion of Realized Losses (other than Bankruptcy Losses due to Debt
Service Reductions) incurred with respect to such Mortgage Loan other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
and (B) amounts distributed on the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraph fourth of Section 4.01(a). On and after the
Cross-Over Date, the Class A-PO Deferred Amount will be zero. No interest will
accrue on any Class A-PO Deferred Amount.
CLASS A-PO OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero,
the principal portion of any Debt Service Reduction with respect to
such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii)the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid
principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such defective Mortgage Loan.
CLASS A-R CERTIFICATE: The Certificate executed by the Trustee and authenticated
by the Trustee or the Authenticating Agent in substantially the form set forth
in Exhibit A-R and Exhibit C hereto.
CLASS A-R CERTIFICATEHOLDER: The registered holder of the Class A-R Certificate.
CLASS B CERTIFICATE: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
CLASS B CERTIFICATEHOLDER: The registered holder of a Class B Certificate.
CLASS B DISTRIBUTION AMOUNT: Any of the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 or Class B-6 Distribution Amounts.
CLASS B INTEREST ACCRUAL AMOUNT: As to any Distribution Date, the sum of the
Interest Accrual Amounts for the Classes of Class B Certificates with respect to
such Distribution Date.
CLASS B INTEREST PERCENTAGE: As to any Distribution Date and any Class of Class
B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
CLASS B INTEREST SHORTFALL AMOUNT: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
CLASS B LOSS PERCENTAGE: As to any Determination Date and any Class of Class B
Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
CLASS B PASS-THROUGH RATE: As to any Distribution Date, 6.250% per annum.
CLASS B PERCENTAGE: Any one of the Class B-1 Percentage, Class B-2 Percentage,
Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or Class B-6
Percentage.
CLASS B PREPAYMENT PERCENTAGE: Any of the Class B-1 Prepayment Percentage, Class
B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4 Prepayment
Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment Percentage.
CLASS B PRINCIPAL BALANCE: As of any date, an amount equal to the sum of the
Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal
Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and Class B-6
Principal Balance.
CLASS B UNPAID INTEREST SHORTFALL: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
CLASS B-1 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-1 and Exhibit C hereto.
CLASS B-1 CERTIFICATEHOLDER: The registered holder of a Class B-1 Certificate.
CLASS B-1 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
CLASS B-1 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-1 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-1 Certificates on such Distribution Date pursuant to Paragraph fifth of
Section 4.01(a).
CLASS B-1 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii)the Class B-1 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the
Master Servicer or the Trustee in respect of such defective Mortgage
Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-1 Optimal
Principal Amount will equal the lesser of (A) the Class B-1 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-1 Certificates.
CLASS B-1 PERCENTAGE: As to any Distribution Date, the percentage calculated by
multiplying the Subordinated Percentage by either (i) if any Class B
Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PREPAYMENT PERCENTAGE: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (i)
if any Class B Certificates (other than the Class B-1 Certificates) are eligible
to receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
CLASS B-1 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-1 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
CLASS B-1 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-1 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-1 Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a).
CLASS B-2 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-2 and Exhibit C hereto.
CLASS B-2 CERTIFICATEHOLDER: The registered holder of a Class B-2 Certificate.
CLASS B-2 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
CLASS B-2 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-2 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-2 Certificates on such Distribution Date pursuant to Paragraph eighth of
Section 4.01(a).
CLASS B-2 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii)the Class B-2 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the
Master Servicer or the Trustee in respect of such defective Mortgage
Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-2 Optimal
Principal Amount will equal the lesser of (A) the Class B-2 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-2 Certificates.
CLASS B-2 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
CLASS B-2 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-2 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-2 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and (B) as
a result of a Principal Adjustment and (b) the Realized Losses allocated through
such Determination Date to the Class B-2 Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class A Principal Balance and the Class B-1 Principal
Balance as of such Determination Date.
CLASS B-2 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-2 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-2 Certificates on prior Distribution Dates pursuant to Paragraph
ninth of Section 4.01(a).
CLASS B-3 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-3 and Exhibit C hereto.
CLASS B-3 CERTIFICATEHOLDER: The registered holder of a Class B-3 Certificate.
CLASS B-3 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
CLASS B-3 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-3 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of
Section 4.01(a).
CLASS B-3 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any
Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii)the Class B-3 Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during
the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the
Master Servicer or the Trustee in respect of such defective Mortgage
Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-3 Optimal
Principal Amount will equal the lesser of (A) the Class B-3 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-3 Certificates.
CLASS B-3 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
CLASS B-3 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-3 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-3 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-3 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
CLASS B-3 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-3 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-3 Certificates on prior Distribution Dates pursuant to Paragraph
twelfth of Section 4.01(a).
CLASS B-4 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-4 and Exhibit C hereto.
CLASS B-4 CERTIFICATEHOLDER: The registered holder of a Class B-4 Certificate.
CLASS B-4 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
CLASS B-4 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-4 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of
Section 4.01(a).
CLASS B-4 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable
type of Unscheduled Principal Receipt;
(iii)the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of
such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-4 Optimal
Principal Amount will equal the lesser of (A) the Class B-4 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-4 Certificates.
CLASS B-4 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
CLASS B-4 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-4 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-4 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
CLASS B-4 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-4 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-4 Certificates on prior Distribution Dates pursuant to Paragraph
fifteenth of Section 4.01(a).
CLASS B-5 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-5 and Exhibit C hereto.
CLASS B-5 CERTIFICATEHOLDER: The registered holder of a Class B-5 Certificate.
CLASS B-5 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
CLASS B-5 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-5 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-5 Certificates on such Distribution Date pursuant to Paragraph seventeenth of
Section 4.01(a).
CLASS B-5 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable
type of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of
such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-5 Optimal
Principal Amount will equal the lesser of (A) the Class B-5 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-5 Certificates.
CLASS B-5 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
CLASS B-5 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
CLASS B-5 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-5 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-5 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
CLASS B-5 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-5 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-5 Certificates on prior Distribution Dates pursuant to Paragraph
eighteenth of Section 4.01(a).
CLASS B-6 CERTIFICATE: Any one of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-6 and Exhibit C hereto.
CLASS B-6 CERTIFICATEHOLDER: The registered holder of a Class B-6 Certificate.
CLASS B-6 DISTRIBUTION AMOUNT: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
CLASS B-6 INTEREST SHORTFALL AMOUNT: As to any Distribution Date, any amount by
which the Interest Accrual Amount of the Class B-6 Certificates with respect to
such Distribution Date exceeds the amount distributed in respect of the Class
B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of
Section 4.01(a).
CLASS B-6 OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal
to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the
Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of
such Distribution Date on such Mortgage Loan, less (B) if the
Bankruptcy Loss Amount has been reduced to zero, the principal
portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable
type of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of
such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer
or the Trustee in respect of such defective Mortgage Loan;
PROVIDED, HOWEVER, that if an Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class B-6 Optimal
Principal Amount will equal the lesser of (A) the Class B-6 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class B-6 Certificates.
CLASS B-6 PERCENTAGE: As to any Distribution Date, except as set forth in the
next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
CLASS B-6 PREPAYMENT PERCENTAGE: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
CLASS B-6 PRINCIPAL BALANCE: As to the first Determination Date, the Original
Class B-6 Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount
as of the preceding Distribution Date less the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
CLASS B-6 UNPAID INTEREST SHORTFALL: As to any Distribution Date, the amount, if
any, by which the aggregate of the Class B-6 Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class B-6 Certificates on prior Distribution Dates pursuant to Paragraph
twenty-first of Section 4.01(a).
CLEARING AGENCY: An organization registered as a "clearing agency" pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, financial institution or
other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
CLOSING DATE: The date of initial issuance of the Certificates, as set forth in
Section 11.21.
CODE: The Internal Revenue Code of 1986, as it may be amended from time to time,
any successor statutes thereto, and applicable U.S. Department of the Treasury
temporary or final regulations promulgated thereunder.
COMPENSATING INTEREST: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
CO-OP SHARES: Shares issued by private non-profit housing corporations.
CORPORATE TRUST OFFICE: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument is located at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
CROSS-OVER DATE: The Distribution Date preceding the first Distribution Date on
which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
CROSS-OVER DATE INTEREST SHORTFALL: With respect to any Distribution Date that
occurs on or after the Cross-Over Date with respect to any Unscheduled Principal
Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal
Receipt Period is the Mid-Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer on
or after the Determination Date in the month preceding the
month of such Distribution Date but prior to the first day
of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its
application by the Servicer through the last day of the
month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal
Receipt Period is the Prior Month Receipt Period and such
Unscheduled Principal Receipt is received by the Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last
day of the month in which such Unscheduled Principal Receipt
is received.
CURRENT CLASS A INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
CURRENT CLASS B INTEREST DISTRIBUTION AMOUNT: As to any Distribution Date, the
amount distributed in respect of the Classes of Class B Certificates pursuant to
Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of
Section 4.01(a) on such Distribution Date.
CURRENT CLASS B-1 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-1 Fractional Interest.
CURRENT CLASS B-2 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-2
Fractional Interest.
CURRENT CLASS B-3 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-4, Class B-5 and Class B-6 Certificates by the
sum of the Class A Non-PO Principal Balance and the Class B Principal Balance.
As to the first Distribution Date, the Original Class B-3 Fractional Interest.
CURRENT CLASS B-4 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the sum of the
Principal Balances of the Class B-5 and Class B-6 Certificates by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance. As to the
first Distribution Date, the Original Class B-4 Fractional Interest.
CURRENT CLASS B-5 FRACTIONAL INTEREST: As to any Distribution Date subsequent to
the first Distribution Date, the percentage obtained by dividing the Principal
Balance of the Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-5 Fractional Interest.
CURTAILMENT: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
CUSTODIAL AGREEMENT: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trustee, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
CUSTODIAL P&I ACCOUNT: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
CUSTODIAN: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of either of them. Neither a Servicer, nor the Seller nor
the Master Servicer nor any Person directly or indirectly controlling or
controlled by or under common control with any such Person may be appointed
Custodian.
CUT-OFF DATE: The first day of the month of initial issuance of the Certificates
as set forth in Section 11.02.
CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
CUT-OFF DATE PRINCIPAL BALANCE: As to each Mortgage Loan, its unpaid principal
balance as of the close of business on the Cut-Off Date (but without giving
effect to any Unscheduled Principal Receipts received or applied on the Cut-Off
Date), reduced by all payments of principal due on or before the Cut-Off Date
and not paid, and increased by scheduled monthly payments of principal due after
the Cut-Off Date but received by the related Servicer on or before the Cut-Off
Date.
DCR: Duff & Xxxxxx Credit Rating Co., or its successor in interest.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation by a court
of competent jurisdiction of the Mortgaged Property in an amount less than the
then-outstanding indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any scheduled Monthly Payment
that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As defined in Section 5.01(b).
DENOMINATION: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
DETERMINATION DATE: The 17th day of the month in which the related Distribution
Date occurs, or if such 17th day is not a Business Day, the Business Day
preceding such 17th day.
DISCOUNT MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
less than 6.250%.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month following
the month of initial issuance of the Certificates, or if such 25th day is not a
Business Day, the Business Day following such 25th day.
DUE DATE: With respect to any Mortgage Loan, the day of the month in which the
Monthly Payment on such Mortgage Loan is scheduled to be paid.
ELIGIBLE ACCOUNT: One or more accounts (i) that are maintained with a depository
institution (which may be the Master Servicer) whose long-term debt obligations
(or, in the case of a depository institution which is part of a holding company
structure, the long-term debt obligations of such parent holding company) at the
time of deposit therein are rated at least "AA" (or the equivalent) by each of
the Rating Agencies, (ii) the deposits in which are fully insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance
Fund, (iii) the deposits in which are insured by the FDIC through either the
Bank Insurance Fund or the Savings Association Insurance Fund (to the limit
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the
Trustee, such that the Trustee, on behalf of the Certificateholders has a claim
with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
ELIGIBLE INVESTMENTS: At any time, any one or more of the following obligations
and securities which shall mature not later than the Business Day preceding the
Distribution Date next succeeding the date of such investment, provided that
such investments continue to qualify as "cash flow investments" as defined in
Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith
and credit of the United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of
each Rating Agency, or such lower rating as would not result in
the downgrading or withdrawal of the rating then assigned to any
of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating
category of each Rating Agency or the highest short-term rating
category of each Rating Agency, or such lower rating category as
would not result in the downgrading or withdrawal of the rating
then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by
either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or
trust company incorporated under the laws of the United States or
of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the
commercial paper and/or debt obligations of such depository
institution or trust company (or in the case of the principal
depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are
then rated in the highest short-term or the highest long-term
rating category for such securities of each of the Rating
Agencies, or such lower rating categories as would not result in
the downgrading or withdrawal of the rating then assigned to any
of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status
(other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at
the time of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the
United States of America, in either case entered into with a
depository institution or trust company (acting as principal)
described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of
America or any state thereof which, at the time of such
investment or contractual commitment providing for such
investment, are then rated in the highest short-term or the
highest long-term rating category by each Rating Agency, or in
such lower rating category as would not result in the downgrading
or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such
rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such
rated Certificates being placed on credit review status (other
than for possible upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to
the obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity at the date of investment of greater than 120% of the yield to maturity
at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA PROHIBITED HOLDER: As defined in Section 5.02(d).
ERRORS AND OMISSIONS POLICY: As defined in each of the Servicing Agreements.
EVENT OF DEFAULT: Any of the events specified in Section 7.01.
EXCESS BANKRUPTCY LOSS: With respect to any Distribution Date and any Mortgage
Loan as to which a Bankruptcy Loss is realized in the month preceding the month
of such Distribution Date, (i) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date exceed the then-applicable Bankruptcy Loss
Amount, then the portion of such Bankruptcy Loss represented by the ratio of (a)
the excess of the Aggregate Current Bankruptcy Losses over the then-applicable
Bankruptcy Loss Amount, divided by (b) the Aggregate Current Bankruptcy Losses
or (ii) if the Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Bankruptcy Loss
Amount, then zero. In addition, any Bankruptcy Loss occurring with respect to a
Mortgage Loan on or after the Cross-Over Date will be an Excess Bankruptcy Loss.
EXCESS FRAUD LOSS: With respect to any Distribution Date and any Mortgage Loan
as to which a Fraud Loss is realized in the month preceding the month of such
Distribution Date, (i) if the Aggregate Current Fraud Losses with respect to
such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
EXCESS SPECIAL HAZARD LOSS: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
EXHIBIT F-1 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-1
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
locations other than Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-2 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-2
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced in
Frederick, Maryland under the Norwest Servicing Agreement.
EXHIBIT F-3 MORTGAGE LOAN: Any of the Mortgage Loans identified in Exhibit F-3
hereto, as such Exhibit may be amended from time to time in connection with a
substitution pursuant to Section 2.02, which Mortgage Loan is serviced under an
Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
FIDELITY BOND: As defined in each of the Servicing Agreements.
FINAL DISTRIBUTION DATE: The Distribution Date on which the final distribution
in respect of the Certificates is made pursuant to Section 9.01.
FINAL SCHEDULED MATURITY DATE: The Final Scheduled Maturity Date for the Class
A-1, Class A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates is April 25, 2014 which corresponds to the
"latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
FIXED RETAINED YIELD: The fixed percentage of interest on each Mortgage Loan
with a Mortgage Interest Rate greater than the sum of (a) 6.250%, (b) the
Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
FIXED RETAINED YIELD RATE: With respect to each Mortgage Loan, a per annum rate
equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 6.250%, (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 $6,000,024.74 minus the aggregate amount of Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date, and (Y) from the first through fifth anniversary of the Cut-Off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-Off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
FULL UNSCHEDULED PRINCIPAL RECEIPT: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
HOLDER: See "Certificateholder."
INDEPENDENT: When used with respect to any specified Person, such Person who (i)
is in fact independent of the Seller, the Master Servicer and any Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicer or any Servicer or in an affiliate
of either, and (iii) is not connected with the Seller, the Master Servicer or
any Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
INSURANCE POLICY: Any insurance or performance bond relating to a Mortgage Loan
or the Mortgage Loans, including any hazard insurance, special hazard insurance,
flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title
insurance.
INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
INSURED EXPENSES: Expenses covered by any Insurance Policy covering a Mortgage
Loan.
INTEREST ACCRUAL AMOUNT: As to any Distribution Date and any Class of Class A
Certificates (other than the Class A-PO Certificates), (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 Class A Interest Percentage of such Class of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an amount
equal to (i) the product of 1/12th of the Class B Pass-Through Rate and the
Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
LIQUIDATED LOAN: A Mortgage Loan with respect to which the related Mortgaged
Property has been acquired, liquidated or foreclosed and with respect to which
the applicable Servicer determines that all Liquidation Proceeds which it
expects to recover have been recovered.
LIQUIDATED LOAN LOSS: With respect to any Distribution Date, the aggregate of
the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
LIQUIDATION EXPENSES: Expenses incurred by a Servicer in connection with the
liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
LIQUIDATION PROCEEDS: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
LOAN-TO-VALUE RATIO: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or its successor
in interest.
MASTER SERVICING FEE: With respect to any Mortgage Loan and any Distribution
Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05
equal to a fixed percentage (expressed as a per annum rate) of the unpaid
principal balance of such Mortgage Loan.
MASTER SERVICING FEE RATE: As set forth in Section 11.26.
MID-MONTH RECEIPT PERIOD: With respect to each Distribution Date, the one month
period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC 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 executed by Xxxxxxx Xxxxx
Credit Corporation, as Servicer.
MONTH END INTEREST: As defined in each Servicing Agreement or with respect to
the MLCC Servicing Agreement, the amount defined as "Compensating Interest".
MONTHLY PAYMENT: As to any Mortgage Loan (including any REO Mortgage Loan) and
any Due Date, the payment of principal and interest due thereon in accordance
with the amortization schedule at the time applicable thereto (after adjustment
for any Curtailments and Deficient Valuations occurring prior to such Due Date
but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
MORTGAGE: 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 March 29, 1999 between Norwest Mortgage, as seller, and the Seller, as
purchaser.
MORTGAGE LOAN RIDER: The standard FNMA/FHLMC riders to the Mortgage Note and/or
Mortgage riders required when the Mortgaged Property is a condominium unit or a
unit in a planned unit development.
MORTGAGE LOAN SCHEDULE: The list of the Mortgage Loans transferred to the
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1, F-2 and F-3, which list may be amended following the Closing Date
upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or 2.03
and which list shall set forth at a minimum the following information of the
close of business on the Cut-Off Date (or, with respect to Substitute Mortgage
Loans, as of the close of business on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) the Master Servicing Fee;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
MORTGAGE LOANS: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
MORTGAGE NOTE: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
MORTGAGED PROPERTY: The property subject to a Mortgage, which may include Co-op
Shares or residential long-term leases.
MORTGAGOR: The obligor on a Mortgage Note.
NET FORECLOSURE PROFITS: As to any Distribution Date, the amount, if any, by
which (i) Aggregate Foreclosure Profits with respect to such Distribution Date
exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
NET LIQUIDATION PROCEEDS: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
NET MORTGAGE INTEREST RATE: With respect to each Mortgage Loan, a rate equal to
(i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a)
the applicable Servicing Fee Rate, as set forth in Section 11.25 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.26 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
NET REO PROCEEDS: As to any REO Mortgage Loan, REO Proceeds net of any related
expenses of the Servicer.
NON-PERMITTED FOREIGN HOLDER: As defined in Section 5.02(d).
NON-PO FRACTION: With respect to any Mortgage Loan, the lesser of (i) 1.00 and
(ii) the quotient obtained by dividing the Net Mortgage Interest Rate for such
Mortgage Loan by 6.250%.
NONRECOVERABLE ADVANCE: Any portion of a Periodic Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed to the Servicer, the Master Servicer or the Trustee, as the case may
be, and which the Servicer, the Master Servicer or the Trustee determines will
not, or in the case of a proposed Periodic Advance would not, be ultimately
recoverable from Liquidation Proceeds or other recoveries in respect of the
related Mortgage Loan. The determination by the Servicer, the Master Servicer or
the Trustee (i) that it has made a Nonrecoverable Advance or (ii) that any
proposed Periodic Advance, if made, would constitute a Nonrecoverable Advance,
shall be evidenced by an Officer's Certificate of the Servicer delivered to the
Master Servicer for redelivery to the Trustee or, in the case of a Master
Servicer determination, an Officer's Certificate of the Master Servicer
delivered to the Trustee, in each case detailing the reasons for such
determination.
NON-SUPPORTED INTEREST SHORTFALL: With respect to any Distribution Date, the
excess, if any, of the aggregate Prepayment Interest Shortfall on the Mortgage
Loans over the aggregate Compensating Interest with respect to such Distribution
Date. With respect to each Distribution Date occurring on or after the
Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to the
preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
NON-U.S. PERSON: As defined in Section 4.01(f).
NORWEST MORTGAGE: Norwest Mortgage, Inc., or its successor in interest.
NORWEST MORTGAGE CORRESPONDENTS: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
NORWEST SERVICING AGREEMENT: The Servicing Agreement providing for the servicing
of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans initially by
Norwest Mortgage.
OFFICERS' CERTIFICATE: With respect to any Person, a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
the Secretary or one of the Assistant Treasurers or Assistant Secretaries of
such Person (or, in the case of a Person which is not a corporation, signed by
the person or persons having like responsibilities), and delivered to the
Trustee.
OPINION OF COUNSEL: A written opinion of counsel, who may be outside or salaried
counsel for the Seller, a Servicer or the Master Servicer, or any affiliate of
the Seller, a Servicer or the Master Servicer, acceptable to the Trustee if such
opinion is to be delivered to the Trustee; PROVIDED, HOWEVER, that with respect
to REMIC matters, matters relating to the determination of Eligible Accounts or
matters relating to transfers of Certificates, such counsel shall be
Independent.
OPTIMAL ADJUSTMENT EVENT: With respect to any Class of Class B Certificates and
any Distribution Date, an Optimal Adjustment Event will occur with respect to
such Class if: (i) the Principal Balance of such Class on the Determination Date
succeeding such Distribution Date would have been reduced to zero (regardless of
whether such Principal Balance was reduced to zero as a result of principal
distribution or the allocation of Realized Losses) and (ii) (a) the Principal
Balance of any Class of Class A Certificates would be subject to further
reduction as a result of the third or fifth sentences of the definition of
Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
ORIGINAL CLASS A PERCENTAGE: The Class A Percentage as of the Cut-Off Date, as
set forth in Section 11.04.
ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE: The sum of the Original Principal
Balances of the Class A-1 and Class A-R Certificates, as set forth in Section
11.06.
ORIGINAL CLASS B PRINCIPAL BALANCE: The sum of the Original Class B-1 Principal
Balance, Original Class B-2 Principal Balance, Original Class B-3 Principal
Balance, Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and Original Class B-6 Principal Balance, as set forth in Section 11.14.
ORIGINAL CLASS B-1 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
ORIGINAL CLASS B-2 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
ORIGINAL CLASS B-3 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
ORIGINAL CLASS B-4 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
ORIGINAL CLASS B-5 FRACTIONAL INTEREST: As to the first Distribution Date, the
percentage obtained by dividing the Original Class B-6 Principal Balance by the
sum of the Original Class A Non-PO Principal Balance and the Original Class B
Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
ORIGINAL CLASS B-1 PERCENTAGE: The Class B-1 Percentage as of the Cut-Off Date,
as set forth in Section 11.08.
ORIGINAL CLASS B-2 PERCENTAGE: The Class B-2 Percentage as of the Cut-Off Date,
as set forth in Section 11.09.
ORIGINAL CLASS B-3 PERCENTAGE: The Class B-3 Percentage as of the Cut-Off Date,
as set forth in Section 11.10.
ORIGINAL CLASS B-4 PERCENTAGE: The Class B-4 Percentage as of the Cut-Off Date,
as set forth in Section 11.11.
ORIGINAL CLASS B-5 PERCENTAGE: The Class B-5 Percentage as of the Cut-Off Date,
as set forth in Section 11.12.
ORIGINAL CLASS B-6 PERCENTAGE: The Class B-6 Percentage as of the Cut-Off Date,
as set forth in Section 11.13.
ORIGINAL CLASS B-1 PRINCIPAL BALANCE: The Class B-1 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-2 PRINCIPAL BALANCE: The Class B-2 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-3 PRINCIPAL BALANCE: The Class B-3 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-4 PRINCIPAL BALANCE: The Class B-4 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-5 PRINCIPAL BALANCE: The Class B-5 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL CLASS B-6 PRINCIPAL BALANCE: The Class B-6 Principal Balance as of the
Cut-Off Date, as set forth in Section 11.15.
ORIGINAL PRINCIPAL BALANCE: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
ORIGINAL SUBORDINATED PERCENTAGE: The Subordinated Percentage as of the Cut-Off
Date, as set forth in Section 11.07.
OTHER SERVICER: Any of the Servicers other than Norwest Mortgage.
OTHER SERVICING AGREEMENTS: The Servicing Agreements other than the Norwest
Servicing Agreement.
OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan (including an REO
Mortgage Loan) which was not the subject of a Full Unscheduled Principal Receipt
prior to such Due Date and which was not repurchased by the Seller prior to such
Due Date pursuant to Section 2.02 or 2.03.
OWNER MORTGAGE LOAN FILE: A file maintained by the Trustee (or the Custodian, if
any) for each Mortgage Loan that contains the documents specified in the
Servicing Agreements or, in the case of each Mortgage Loan serviced by Bank
United or 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 BALANCE (NON-PO PORTION): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
POOL BALANCE (PO PORTION): As of any Distribution Date, the sum of the amounts
for each Mortgage Loan that is an Outstanding Mortgage Loan of the product of
(i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal
Balance of such Mortgage Loan.
POOL DISTRIBUTION AMOUNT: As of any Distribution Date, the funds eligible for
distribution to the Holders of the Certificates on such Distribution Date, which
shall be the sum of (i) all previously undistributed payments or other receipts
on account of principal and interest on or in respect of the Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Mortgage
Loan by the Seller and any Substitution Principal Amount) received by the Master
Servicer with respect to the applicable Remittance Date in the month of such
Distribution Date and any Unscheduled Principal Receipts received by the Master
Servicer on or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic Advances made by a Servicer pursuant to the related Servicing
Agreement or Periodic Advances made by the Master Servicer or the Trustee
pursuant to Section 3.03 and (iii) all other amounts required to be placed in
the Certificate Account by the Servicer on or before the applicable Remittance
Date or by the Master Servicer or the Trustee on or prior to the Distribution
Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one
or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the
Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which
such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period
relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of
interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or
following the Due Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal
balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs and the unpaid principal balance of such
defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the
Class A or Class B Certificates pursuant to Section 4.02 other
than Recoveries covered by the last sentence of Section 4.02(d).
POOL SCHEDULED PRINCIPAL BALANCE: As to any Distribution Date, the aggregate
Scheduled Principal Balances of all Mortgage Loans that were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date.
PREMIUM MORTGAGE LOAN: A Mortgage Loan with a Net Mortgage Interest Rate of
6.250% or greater.
PREPAYMENT IN FULL: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
PREPAYMENT INTEREST SHORTFALL: On any Distribution Date, the amount of interest,
if any, that would have accrued on any Mortgage Loan which was the subject of a
Prepayment in Full at the Net Mortgage Interest Rate for such Mortgage Loan from
the date of its Prepayment in Full (but in the case of a Prepayment in Full
where the Applicable Unscheduled Principal Receipt Period is the Mid-Month
Receipt Period, only if the date of the Prepayment in Full is on or after the
Determination Date in the month prior to the month of such Distribution Date and
prior to the first day of the month of such Distribution Date) through the last
day of the month prior to the month of such Distribution Date.
PRINCIPAL ADJUSTMENT: In the event that the Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6
Optimal Principal Amount is calculated in accordance with the proviso in such
definition with respect to any Distribution Date, the Principal Adjustment for
such Class of Class B Certificates shall equal the difference between (i) the
amount that would have been distributed to such Class as principal in accordance
with Section 4.01(a) for such Distribution Date, calculated without regard to
such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
PRINCIPAL BALANCE: As of the first Determination Date and as to any Class of
Class A Certificates, the Original Principal Balance of such Class. As of any
subsequent Determination Date prior to the Cross-Over Date and as to any Class
of Class A Certificates (other than the Class A-PO Certificates), the Original
Principal Balance of such Class less the sum of (a) all amounts previously
distributed in respect of such Class on prior Distribution Dates (i) pursuant to
Paragraph third clause (A) of Section 4.01(a) and (ii) as a result of a
Principal Adjustment and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date and as to
the Class A-PO Certificates, the Original Principal Balance of such Class less
the sum of (a) all amounts previously distributed in respect of the Class A-PO
Certificates on prior Distribution Dates pursuant to Paragraphs third clause (B)
and fourth of Section 4.01(a) and (b) the Realized Losses allocated through such
Determination Date to the Class A-PO Certificates pursuant to Section 4.02(b).
After the Cross-Over Date, such Principal Balance will also be reduced on each
Determination Date by an amount equal to the difference, if any, between such
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
PRINCIPAL PREPAYMENT: Any Mortgagor payment on a Mortgage Loan which is received
in advance of its Due Date and is not accompanied by an amount representing
scheduled interest for any period subsequent to the date of prepayment.
PRIOR MONTH RECEIPT PERIOD: With respect to each Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs.
PROHIBITED TRANSACTION TAX: Any tax imposed under Section 860F of the Code.
PRUDENT SERVICING PRACTICES: The standard of care set forth in each Servicing
Agreement.
RATING AGENCY: Any nationally recognized statistical credit rating agency, or
its successor, that rated one or more Classes of the Certificates at the request
of the Seller at the time of the initial issuance of the Certificates. The
Rating Agencies for the Class A Certificates and Class B-1 Certificates are DCR
and S&P. The Rating Agency for the Class B-2, Class B-3, Class B-4 and Class B-5
Certificates is DCR. If any such agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean D-1+ in the
case of DCR, A-1+ in the case of S&P and in the case of any other Rating Agency
shall mean its equivalent of such ratings. References herein to the highest
long-term rating categories of a Rating Agency shall mean AAA, and in the case
of any other Rating Agency shall mean its equivalent of such rating without any
plus or minus.
REALIZED LOSSES: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
RECORD DATE: The last Business Day of the month preceding the month of the
related Distribution Date.
RECOVERY: Any amount received on a Mortgage Loan subsequent to such Mortgage
Loan being determined to be a Liquidated Loan.
RELEVANT ANNIVERSARY: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code Section
860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC PROVISIONS: Provisions of the federal income tax law relating to REMICs,
which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter
1 of Subtitle A of the Code, and related provisions, and U.S. Department of the
Treasury temporary, proposed or final regulations promulgated thereunder, as the
foregoing are in effect (or with respect to proposed regulations, are proposed
to be in effect) from time to time.
REMITTANCE DATE: As defined in each of the Servicing Agreements.
REO MORTGAGE LOAN: Any Mortgage Loan which is not a Liquidated Loan and as to
which the indebtedness evidenced by the related Mortgage Note is discharged and
the related Mortgaged Property is held as part of the Trust Estate.
REO PROCEEDS: Proceeds received in respect of any REO Mortgage Loan (including,
without limitation, proceeds from the rental of the related Mortgaged Property).
REQUEST FOR RELEASE: A request for release in substantially the form attached as
Exhibit G hereto.
RESPONSIBLE OFFICER: When used with respect to the Trustee, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
RULE 144A: Rule 144A promulgated under the Securities Act of 1933, as amended.
S&P: Standard & Poor's, or its successor in interest.
SCHEDULED PRINCIPAL BALANCE: As to any Mortgage Loan and Distribution Date, the
principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
SELLER: Norwest Asset Securities Corporation, or its successor in interest.
SENIOR OPTIMAL AMOUNT: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
SERVICER MORTGAGE LOAN FILE: As defined in each of the Servicing Agreements.
SERVICERS: Norwest Mortgage, Inc., Bank United, National City Mortgage Company,
Xxxxxxx Xxxxx Credit Corporation, NOVUS Financial Corporation, Bank of Oklahoma,
N.A., Hibernia National Bank, HomeSide Lending, The Huntington Mortgage Company,
Cascade Bank, Columbia National Inc. and SunTrust Mortgage, 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
11.25.
SERVICING OFFICER: Any officer of a Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans.
SIMILAR LAW: As defined in Section 5.02(c).
SINGLE CERTIFICATE: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
SPECIAL HAZARD LOSS: (i) A Liquidated Loan Loss suffered by a Mortgaged Property
on account of direct physical loss, exclusive of (a) any loss covered by a
hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof
ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising
from or related to the presence or suspected presence of hazardous wastes or
hazardous substances on a Mortgaged Property unless such loss to a Mortgaged
Property is covered by a hazard policy or a flood insurance policy maintained in
respect of such Mortgaged Property pursuant to the Servicing Agreement.
SPECIAL HAZARD LOSS AMOUNT: As of any Distribution Date, an amount equal to
$9,966,333.82 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trustee. On and after the Cross-Over Date, the Special Hazard Loss
Amount shall be zero.
SPECIAL HAZARD PERCENTAGE: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
STARTUP DAY: As defined in Section 2.05.
SUBORDINATED PERCENTAGE: As to any Distribution Date, the percentage which is
the difference between 100% and the Class A Percentage for such date.
SUBORDINATED PREPAYMENT PERCENTAGE: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Prepayment Percentage for
such date.
SUBSIDY LOAN: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
SUBSTITUTE MORTGAGE LOAN: As defined in Section 2.02.
SUBSTITUTION PRINCIPAL AMOUNT: With respect to any Mortgage Loan substituted in
accordance with Section 2.02 or pursuant to Section 2.03, the excess of (x) the
unpaid principal balance of the Mortgage Loan which is substituted for over (y)
the unpaid principal balance of the Substitute Mortgage Loan, each balance being
determined as of the date of substitution.
SURETY BOND: As defined in the MLCC Servicing Agreement.
TRUST ESTATE: The corpus of the trust created by this Agreement, consisting of
the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may be
held from time to time in the Certificate Account (other than any Fixed Retained
Yield), the rights of the Trustee, to receive the proceeds of all insurance
policies and performance bonds, if any, required to be maintained hereunder or
under the related Servicing Agreement and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
TRUSTEE: First Union National Bank, a national banking association with its
principal office located in Charlotte, North Carolina, or any successor Trustee
appointed as herein provided.
UNPAID INTEREST SHORTFALLS: Each of the Class A Unpaid Interest Shortfalls, the
Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid Interest Shortfall,
the Class B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid Interest
Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class B-6 Unpaid
Interest Shortfall.
UNSCHEDULED PRINCIPAL RECEIPT: Any Principal Prepayment or other recovery of
principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
UNSCHEDULED PRINCIPAL RECEIPT PERIOD: Either a Mid-Month Receipt Period or a
Prior Month Receipt Period.
U.S. PERSON: As defined in Section 4.01(f).
VOTING INTEREST: With respect to any provisions hereof providing for the action,
consent or approval of the Holders of all Certificates evidencing specified
Voting Interests in the Trust Estate, the Holders of each Class of Certificates
will collectively be entitled to the then applicable percentage of the aggregate
Voting Interest represented by all Certificates equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
WEIGHTED AVERAGE NET MORTGAGE INTEREST RATE: As to any Distribution Date, a rate
per annum equal to the average, expressed as a percentage of the Net Mortgage
Interest Rates of all Mortgage Loans that were Outstanding Mortgage Loans as of
the Due Date in the month preceding the month of such Distribution Date,
weighted on the basis of the respective Scheduled Principal Balances of such
Mortgage Loans.
Section 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or
taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing. Except as
herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to
the Trustee. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee,
if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the
receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. When such execution is
by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her authority. The fact and date of
the execution of any such instrument or writing, or the authority
of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or
other writing thereon made by anyone other than the Trustee and
the Authenticating Agent) shall be proved by the Certificate
Register, and neither the Trustee, the Seller nor the Master
Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall
bind every future Holder of the same Certificate and the Holder
of every Certificate issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.
Section 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of Contents are
for convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
Section 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or implied, shall give
to any Person, other than the parties to this Agreement and their successors
hereunder and the Holders of the Certificates any benefit or any legal or
equitable right, power, remedy or claim under this Agreement.
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 Additional Collateral Mortgage Loan and (e) proceeds of all
the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest
Mortgage Correspondent to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded document or certified copy thereof to be delivered to the Trustee
promptly following its recordation, but in no event later than one (1) year
following the Closing Date. The Seller shall also cause to be delivered to the
Trustee any other original mortgage loan document to be included in the Owner
Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay
from its own funds, without any right of reimbursement therefor, the amount of
any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the extent
set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trustee the assignment of the Mortgage Loan from the Seller to
the Trustee in a form suitable for recordation, together with an Opinion of
Counsel to the effect that recording is not required to protect the Trustee's
right, title and interest in and to the related Mortgage Loan or, in case a
court should recharacterize the sale of the Mortgage Loans as a financing, to
perfect a first priority security interest in favor of the Trustee in the
related Mortgage Loan. In the event that the Master Servicer receives notice
that recording is required to protect the right, title and interest of the
Trustee in and to any such Mortgage Loan for which recordation of an assignment
has not previously been required, the Master Servicer shall promptly notify the
Trustee and the Trustee shall within five Business Days (or such other
reasonable period of time mutually agreed upon by the Master Servicer and the
Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
Section 2.02 ACCEPTANCE BY TRUSTEE.
The Trustee, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate, less any Fixed Retained Yield, through the last day of the month in which
such repurchase takes place or (ii) if within two years of the Startup Day, or
such other period permitted by the REMIC Provisions, substitute for any Mortgage
Loan to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price shall
be deposited by the Seller in the Certificate Account maintained by the Master
Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan,
the Owner Mortgage Loan File relating thereto shall be delivered to the Trustee
and the Substitution Principal Amount, together with (i) interest on such
Substitution Principal Amount at the applicable Net Mortgage Interest Rate to
the following Due Date of such Mortgage Loan which is being substituted for and
(ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances
in respect of interest previously made by the Servicer, the Master Servicer or
the Trustee with respect to such Mortgage Loan, shall be deposited in the
Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the
Due Date in the month of substitution shall not be part of the Trust Estate.
Upon receipt by the Trustee of written notification of any such deposit signed
by an officer of the Seller, or the new Owner Mortgage Loan File, as the case
may be, the Trustee shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof or at any
time thereafter, enter into a Custodial Agreement substantially in the form of
Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold the
Mortgage Notes, the Mortgages, the assignments and other documents related to
the Mortgage Loans received by the Trustee, in trust for the benefit of all
present and future Certificateholders, which may provide, among other things,
that the Custodian shall conduct the review of such documents required under the
first paragraph of this Section 2.02.
Section 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of Certificateholders that, as of the date of execution of this
Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the
laws of the United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
corporate charter or by-laws or constitute a default (or an
event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to
the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid,
legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental
agency, which default might have consequences that would
materially and adversely affect the condition (financial or
other) or operations of the Master Servicer or its
properties or might have consequences that would affect its
performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or
dates respecting which such information is furnished as
specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and
holder of the Mortgage Loan free and clear of any and all
liens, pledges, charges or security interests of any nature
and has full right and authority to sell and assign the
same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged
Property is free and clear of all encumbrances and liens
having priority over the first lien of the Mortgage except
for liens for real estate taxes and special assessments not
yet due and payable and liens or interests arising under or
as a result of any federal, state or local law, regulation
or ordinance relating to hazardous wastes or hazardous
substances, and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing
corporation, any lien for amounts due to the cooperative
housing corporation for unpaid assessments or charges or any
lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel
mortgage or equivalent document related to, and delivered to
the Trustee or to the Custodian with, any Mortgage
establishes in the Seller a valid and subsisting first lien
on the property described therein and the Seller has full
right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the
related Mortgage Note in any material respect, satisfied,
canceled or subordinated the Mortgage in whole or in part,
released the Mortgaged Property in whole or in part from the
lien of the Mortgage, or executed any instrument of release,
cancellation, modification or satisfaction, except in each
case as is reflected in an agreement delivered to the
Trustee or the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became
due and owing have been paid, or an escrow of funds has been
established, to the extent permitted by law, in an amount
sufficient to pay for every such item which remains unpaid;
and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor,
directly or indirectly (except pursuant to any Subsidy Loan
arrangement) for the payment of any amount required by the
Mortgage, except for interest accruing from the date of the
Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage
Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm,
flood, tornado or similar casualty (excluding casualty from
the presence of hazardous wastes or hazardous substances, as
to which the Seller makes no representations), so as to
affect adversely the value of the Mortgaged Property as
security for the Mortgage Loan or the use for which the
premises were intended and to the best of the Seller's
knowledge, there is no proceeding pending or threatened for
the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof;
PROVIDED, HOWEVER, that this warranty shall be deemed not to
have been made at the time of the initial issuance of the
Certificates if a title policy affording, in substance, the
same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the
Mortgaged Property consists of a fee simple estate in real
property; all of the improvements which are included for the
purpose of determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property
(unless insured against under the related title insurance
policy); and to the best of the Seller's knowledge, the
Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision
laws and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements,
pertaining to usury, and the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property
and, with respect to the use and occupancy of the same,
including, but not limited to, certificates of occupancy and
fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage
Loan under the terms of the related Mortgage Note have been
made and no Mortgage Loan had more than one delinquency in
the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is
the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general
equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law); and, to the
best of the Seller's knowledge, all parties to the Mortgage
Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and
Mortgage has been duly and properly executed by the
Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans
including, without limitation, truth-in-lending, real estate
settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws applicable to the
Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances
thereunder and any and all requirements as to completion of
any on-site or off-site improvements and as to disbursements
of any escrow funds therefor have been complied with (except
for escrow funds for exterior items which could not be
completed due to weather and escrow funds for the completion
of swimming pools); and all costs, fees and expenses
incurred in making, closing or recording the Mortgage Loan
have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which
an opinion of counsel of the type customarily rendered in
such jurisdiction in lieu of title insurance is instead
received) is covered by an American Land Title Association
mortgagee title insurance policy or other generally
acceptable form of policy or insurance acceptable to FNMA or
FHLMC, issued by a title insurer acceptable to FNMA or FHLMC
insuring the originator, its successors and assigns, as to
the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and subject only to
(A) the lien of current real property taxes and assessments
not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in
which the Mortgaged Property is located or specifically
referred to in the appraisal performed in connection with
the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law,
regulation or ordinance affording liens for the costs of
clean-up of hazardous substances or hazardous wastes or for
other environmental protection purposes and (D) such other
matters to which like properties are commonly subject which
do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be
provided by the Mortgage; the Seller is the sole insured of
such mortgagee title insurance policy, the assignment to the
Trustee of the Seller's interest in such mortgagee title
insurance policy does not require any consent of or
notification to the insurer which has not been obtained or
made, such mortgagee title insurance policy is in full force
and effect and will be in full force and effect and inure to
the benefit of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder
of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of
such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to FNMA or FHLMC against
loss by fire and such hazards as are covered under a
standard extended coverage endorsement, in an amount which
is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the
minimum amount necessary to fully compensate for any damage
or loss on a replacement cost basis; if the Mortgaged
Property is a condominium unit, it is included under the
coverage afforded by a blanket policy for the project; if
upon origination of the Mortgage Loan, the improvements on
the Mortgaged Property were in an area identified in the
Federal Register by the Federal Emergency Management Agency
as having special flood hazards, a flood insurance policy
meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a
generally acceptable insurance carrier, in an amount
representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the
full insurable value of the Mortgaged Property and (C) the
maximum amount of insurance which was available under the
National Flood Insurance Act of 1968, as amended; and each
Mortgage obligates the Mortgagor thereunder to maintain all
such insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under
the Mortgage or the related Mortgage Note and no event
which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or
event of acceleration; and no foreclosure action is
currently threatened or has been commenced with respect to
the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the
defense of usury, nor will the operation of any of the terms
of the Mortgage Note or Mortgage, or the exercise of any
right thereunder, render the Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of
not more than 180 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged
Property of the benefits of the security, including
realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other
law for the relief of debtors), and there is no homestead or
other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency
proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which
may include a detached home, townhouse, condominium unit or
a unit in a planned unit development or, in the case of
Mortgage Loans secured by Co-op Shares, leases or occupancy
agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related
Mortgage Note, the related Mortgage Note is no longer in
existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC
standards for inter vivos trusts and (ii) holding title to
the Mortgaged Property in such trust will not diminish any
rights as a creditor including the right to full title to
the Mortgaged Property in the event foreclosure proceedings
are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly
permit the mortgaging of the leasehold estate, the
assignment of the lease without the lessor's consent and the
acquisition by the holder of the Mortgage of the rights of
the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with
substantially similar protections; (3) the terms of such
lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being
entitled to receive written notice of, and opportunity to
cure, such default, (b) allow the termination of the lease
in the event of damage or destruction as long as the
Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies
relating to the Mortgaged Property or (d) permit any
increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is
not less than 15 years; (5) the term of such lease does not
terminate earlier than five years after the maturity date of
the Mortgage Note; and (6) the Mortgaged Property is located
in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are made by the
Seller as to the environmental condition of any Mortgaged Property; the absence,
presence or effect of hazardous wastes or hazardous substances on any Mortgaged
Property; any casualty resulting from the presence or effect of hazardous wastes
or hazardous substances on, near or emanating from any Mortgaged Property; the
impact on Certificateholders of any environmental condition or presence of any
hazardous substance on or near any Mortgaged Property; or the compliance of any
Mortgaged Property with any environmental laws, nor is any agent, person or
entity otherwise affiliated with the Seller authorized or able to make any such
representation, warranty or assumption of liability relative to any Mortgaged
Property. In addition, no representations or warranties are made by the Seller
with respect to the absence or effect of fraud in the origination of any
Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Owner Mortgage
Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
Section 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
Section 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates (other than the
Class A-R Certificate) and the Classes of Class B Certificates as classes of
"regular interests" and the Class A-R Certificate as the single class of
"residual interest" in the REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing Date is hereby designated as the
"Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the REMIC is April
25, 2014 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 or any amounts received by it upon the sale
of any Additional Collateral pursuant to the terms of the Mortgage 100SM Pledge
Agreement, the Parent Power(R)Guaranty and Security Agreement for Securities
Account or the Parent Power(R) Guaranty Agreement for Real Estate or any amounts
received pursuant to the Surety Bond, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(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 (including the obligation to
maintain an Errors and Omissions Policy and Fidelity Bond) that are to be
observed or performed by the Servicer under its respective Servicing Agreement.
In performing its obligations hereunder, the Master Servicer shall act in a
manner consistent with Accepted Master Servicing Practices and with the
Trustee's and the Certificateholders' reliance on the Master Servicer, and in a
manner consistent with the terms and provisions of any insurance policy required
to be maintained by the Master Servicer or any Servicer pursuant to this
Agreement or any Servicing Agreement. The Master Servicer acknowledges that
prior to taking certain actions required to service the Mortgage Loans, each
Servicing Agreement provides that the Servicer thereunder must notify, consult
with, obtain the consent of or otherwise follow the instructions of the Master
Servicer. The Master Servicer is also given authority to waive compliance by a
Servicer with certain provisions of its Servicing Agreement. In each such
instance, the Master Servicer shall promptly instruct such Servicer or otherwise
respond to such Servicer's request. In no event will the Master Servicer
instruct such Servicer to take any action, give any consent to action by such
Servicer or waive compliance by such Servicer with any provision of such
Servicer's Servicing Agreement if any resulting action or failure to act would
be inconsistent with the requirements of the Rating Agencies that rated the
Certificates or would otherwise have an adverse effect on the
Certificateholders. Any such action or failure to act shall be deemed to have an
adverse effect on the Certificateholders if such action or failure to act either
results in (i) the downgrading of the rating assigned by any Rating Agency to
the Certificates, (ii) the loss by the Trust Estate of REMIC status for federal
income tax purposes or (iii) the imposition of any Prohibited Transaction Tax or
any federal taxes on the REMIC or the Trust Estate. The Master Servicer shall
have full power and authority in its sole discretion to take any action with
respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully with
each Servicer as may be necessary from time to time to perform and carry out the
Master Servicer's obligations hereunder and otherwise exercise reasonable
efforts to encourage such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement is
intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the Trustee
and shall have full power and authority, acting alone or (subject to Section
6.06) through one or more subcontractors, to do any and all things in connection
with such administration which it may deem necessary or desirable. Upon the
execution and delivery of this Agreement, and from time to time as may be
required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust Estate which,
pursuant to paragraph 5(b) of the Mortgage Loan Purchase Agreement, Norwest
Mortgage requests the Seller to repurchase and to sell to Norwest Mortgage to
facilitate the exercise of Norwest Mortgage's rights against the originator or a
prior holder of such Mortgage Loan. The purchase price for any such Mortgage
Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus
accrued interest thereon at the Mortgage Interest Rate for such Mortgage Loan,
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Master Servicer shall provide to the Trustee
the certification required by Section 3.04 and the Trustee and the Custodian, if
any, shall promptly release to the Seller the Owner Mortgage Loan File relating
to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the Servicing
Agreements, object to the foreclosure upon, or other related conversion of the
ownership of, any Mortgaged Property by the related Servicer if (i) the Master
Servicer believes such Mortgaged Property may be contaminated with or affected
by hazardous wastes or hazardous substances or (ii) such Servicer does not agree
to administer such Mortgaged Property, once the related Mortgage Loan becomes an
REO Mortgage Loan, in a manner which would not result in a federal tax being
imposed upon the Trust Estate or the REMIC.
Additional Collateral may be liquidated and the proceeds applied to cover any
shortfalls upon liquidation of a Mortgaged Property; PROVIDED, HOWEVER, that the
Trust Estate in no event shall acquire ownership of the Additional Collateral
unless the Trustee shall have received an Opinion of Counsel that such ownership
shall not cause the Trust Estate to fail to qualify as a REMIC or subject the
REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be terminated pursuant
to its Servicing Agreement, the Master Servicer shall promptly deliver to the
Seller and the Trustee an Officer's Certificate certifying that an event has
occurred which may justify termination of such Servicing Agreement, describing
the circumstances surrounding such event and recommending what action should be
taken by the Trustee with respect to such Servicer. If the Master Servicer
recommends that such Servicing Agreement be terminated, the Master Servicer's
certification must state that the breach is material and not merely technical in
nature. Upon written direction of the Master Servicer, based upon such
certification, the Trustee shall promptly terminate such Servicing Agreement.
Notwithstanding the foregoing, in the event that (i) Norwest Mortgage fails to
make any advance, as a consequence of which the Trustee is obligated to make an
advance pursuant to Section 3.03 and (ii) the Trustee provides Norwest Mortgage
written notice of the failure to make such advance and such failure shall
continue unremedied for a period of 15 days after receipt of such notice, the
Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds received from a
Servicer shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11 1934 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings required to
be made by the Seller with respect to the Class A Certificates (other than the
Class A-PO Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates
pursuant to the Securities Exchange Act of 1934, as amended.
ARTICLE IV.
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro
rata, based upon their respective Interest Accrual Amounts, in an
aggregate amount up to the Class A Interest Accrual Amount with respect
to such Distribution Date;
second, to the Classes of Class A Certificates, pro
rata, based upon their respective Class A Unpaid Interest Shortfalls,
in an aggregate amount up to the Aggregate Class A Unpaid Interest
Shortfall;
third, concurrently, to the Class A Certificates
(other than the Class A-PO Certificates) and the Class A-PO
Certificates, pro rata, based on their respective Class A Non-PO
Optimal Principal Amount and Class A-PO Optimal Principal Amount, (A)
to the Classes of Class A Certificates (other than the Class A-PO
Certificates), in an aggregate amount up to the Class A Non-PO Optimal
Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable,
and (B) to the Class A-PO Certificates in an amount up to the Class
A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount
up to the Class A-PO Deferred Amount from amounts otherwise
distributable (without regard to this Paragraph fourth) first to the
Class B-6 Certificates pursuant to Paragraph twenty-second, below,
second to the Class B-5 Certificates pursuant to Paragraph nineteenth,
below, third to the Class B-4 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to
Paragraph thirteenth, below, fifth to the Class B-2 Certificates
pursuant to Paragraph tenth below, and sixth to the Class B-1
Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates in an amount up
to the Interest Accrual Amount for the Class B-1 Certificates with
respect to such Distribution Date;
sixth, to the Class B-1 Certificates in an amount
up to the Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount
up to the Class B-1 Optimal Principal Amount; provided, however, that
the amount distributable to the Class B-1 Certificates pursuant to this
Paragraph seventh will be reduced by the amount, if any, that would
have been distributable to the Class B-1 Certificates hereunder used to
pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
eighth, to the Class B-2 Certificates in an amount up
to the Interest Accrual Amount for the Class B-2 Certificates with
respect to such Distribution Date;
ninth, to the Class B-2 Certificates in an amount
up to the Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up
to the Class B-2 Optimal Principal Amount; provided, however, that the
amount distributable to the Class B-2 Certificates pursuant to this
Paragraph tenth will be reduced by the amount, if any, that would have
been distributable to the Class B-2 Certificates hereunder used to pay
the Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount
up to the Interest Accrual Amount for the Class B-3 Certificates with
respect to such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount
up to the Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an
amount up to the Class B-3 Optimal Principal Amount; provided, however,
that the amount distributable to the Class B-3 Certificates pursuant to
this Paragraph thirteenth will be reduced by the amount, if any, that
would have been distributable to the Class B-3 Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph
fourth above;
fourteenth, to the Class B-4 Certificates in an
amount up to the Interest Accrual Amount for the Class B-4 Certificates
with respect to such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount
up to the Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount
up to the Class B-4 Optimal Principal Amount; provided, however, that
the amount distributable to the Class B-4 Certificates pursuant to this
Paragraph sixteenth will be reduced by the amount, if any, that would
have been distributable to the Class B-4 Certificates hereunder used to
pay the Class A-PO Deferred Amount as provided in Paragraph fourth
above;
seventeenth, to the Class B-5 Certificates in an
amount up to the Interest Accrual Amount for the Class B-5 Certificates
with respect to such Distribution Date;
eighteenth,to the Class B-5 Certificates in an amount
up to the Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an
amount up to the Class B-5 Optimal Principal Amount; provided, however,
that the amount distributable to the Class B-5 Certificates pursuant to
this Paragraph nineteenth will be reduced by the amount, if any, that
would have been distributable to the Class B-5 Certificates hereunder
used to pay the Class A-PO Deferred Amount as provided in Paragraph
fourth above;
twentieth, to the Class B-6 Certificates in an amount
up to the Interest Accrual Amount for the Class B-6 Certificates with
respect to such Distribution Date;
twenty-first, to the Class B-6 Certificates in an
amount up to the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an
amount up to the Class B-6 Optimal Principal Amount; provided, however,
that the amount distributable to the Class B-6 Certificates pursuant to
this Paragraph twenty-second will be reduced by the amount, if any,
that would have been distributable to the Class B-6 Certificates
hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R
Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class (other
than the Class A-R Certificate) has been reduced to zero, such Class will be
entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such Distribution
Date minus any portion thereof payable to a Servicer pursuant to Section
3.02(ix) hereof shall be distributed to the Holder of the Class A-R Certificate.
With respect to any Distribution Date, the amount of the Principal Adjustment,
if any, attributable to any Class of Class B Certificates will be allocated to
the Classes of Class A Certificates (other than the Class A-PO Certificates) and
any Class of Class B Certificates with a lower numerical designation pro rata
based on their Principal Balances.
(b) On each Distribution Date occurring prior to the Cross-Over
Date, the Class A Non-PO Principal Distribution Amount will be allocated among
and distributed in reduction of the Principal Balances of the Classes of Class A
Certificates (other than the Principal Balance of the Class A-PO Certificates),
concurrently, as follows:
first, to the Class A-R Certificate, until the
Principal Balance thereof has been reduced to zero; and
second, to the Class A-1 Certificates, until the
Principal Balance thereof has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1
Principal Balance is greater than zero, the Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates shall
not be eligible to receive distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2
Principal Balance is greater than zero, the Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3
Principal Balance is greater than zero, the Class B-4, Class
B-5 and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4
Principal Balance is greater than zero, the Class B-5 and
Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5
Principal Balance is greater than zero, the Class B-6
Certificates shall not be eligible to receive distributions
of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.23, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to such Holder at the
address of such Holder appearing in the Certificate Register, such Holder's
share of the Class A Distribution Amount with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-R Certificate) or the Principal Balance of any Class of Class B
Certificates would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; PROVIDED, HOWEVER, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, "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).
Section 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other
than the Class A-PO Certificates) and Class A-PO Certificates,
pro rata, based on the Non-PO Fraction and the PO Fraction,
respectively.
This allocation of Realized Losses will be effected through the reduction of the
applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated between (i) the Class A
Certificates and (ii) the Class B Certificates, pro rata based on the Class A
Interest Accrual Amount and the Class B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class A Certificates shall be allocated among the
outstanding Classes of Class A Certificates based on their Class A Interest
Percentages. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
Section 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial Paying
Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit
of Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein
provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the
Trustee all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
Section 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUSTEE AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately
identifying the aggregate amount of any Unscheduled
Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to interest, (b) the
amount of the Current Class A Interest Distribution Amount
allocated to each Class of Class A Certificates, (c) any
Class A Interest Shortfall Amounts arising with respect to
such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving
effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of
Class A Certificates for such Distribution Date and (e) the
interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses allocated to each
Class for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately
identifying the aggregate amount of any Unscheduled
Principal Receipts included therein;
(iv) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to interest, (b) the
amount of the Current Class B Interest Distribution Amount
allocated to each Class of Class B Certificates, (c) any
Class B Interest Shortfall Amounts arising with respect to
such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class B of Class B
Certificates after giving effect to such distribution, (d)
the amount of any Non-Supported Interest Shortfall allocated
to each Class of Class B Certificates for such Distribution
Date, and (e) the interest portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing
Agreements or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance
and the Principal Balance of each Class of Class B
Certificates as of the following Determination Date after
giving effect to the distributions of principal made, and
the principal portion of Realized Losses, if any, allocated
with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the
Mortgage Loans for such Distribution Date and the aggregate
Scheduled Principal Balance of the Discount Mortgage Loans
for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the
Other Servicers as of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied
by a Servicer during such Applicable Unscheduled Principal
Receipt Period);
(xi) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Percentages for the following Distribution
Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Prepayment Percentages for the following
Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three
months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close
of business on such Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of
such Realized Losses constituting Excess Special Hazard
Losses, Excess Fraud Losses or Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section
4.02(a) since the Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of
Realized Losses allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not
to foreclose because it believes the related Mortgaged
Property may be contaminated with or affected by hazardous
wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with
respect to the related Distribution Date and the amount by
which the aggregate Available Master Servicer Compensation
has been reduced by the Prepayment Interest Shortfall for
the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to
prepare their tax returns;
and shall deliver a copy of each type of statement to the Trustee, who
shall provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Distribution Amount with respect to each Class of
Class A Certificates and the Class B Distribution Amount with respect to each
Class of Class B Certificates. The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04, the Master
Servicer shall make available upon request to each Holder and each proposed
transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
Section 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off Date, make
the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to be made on
the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
ARTICLE V.
THE CERTIFICATES
Section 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-PO,
Class A-R, Class B-5 and Class B-6 Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class A-PO, Class A-R, Class B-5 and Class B-6 Certificates) that
evidences one Single Certificate plus such additional principal portion as is
required in order for all Certificates of such Class to equal the aggregate
Original Principal Balance of such Class), and shall be substantially in the
respective forms set forth as Exhibits X-0, X-XX, X-X, 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. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar
and the Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the
Book-Entry Certificates and the taking of actions by the
Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the
provisions of this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those
established by law, the rules, regulations and procedures of
the Clearing Agency and agreements between such Beneficial
Owners and the Clearing Agency and/or the Clearing Agency
Participants, and all references in this Agreement to
actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the
Clearing Agency upon instructions from the Clearing Agency
Participants, and all references in this Agreement to
distributions, notices, reports and statements to
Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and
statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the
Certificates to the Clearing Agency Participants, for
distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting actions
with the consent of, or at the direction of, Holders of Book-Entry Certificates
evidencing specified Voting Interests, such direction or consent shall be given
by Beneficial Owners having the requisite Voting Interests, acting through the
Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial Owners
pursuant to Section 5.07, copies of the reports or statements referred to in
Section 4.04 shall be available to Beneficial Owners upon written request to the
Trustee at the Corporate Trust Office.
Section 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or
agency maintained for such purpose pursuant to Section 5.06 (and subject to the
provisions of this Section 5.02) the Trustee shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of a like aggregate principal portion or Percentage Interest and of
the same Class.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized Denominations of a like aggregate principal portion
or Percentage Interest and of the same Class upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute, and shall date,
authenticate (or cause the Authenticating Agent to authenticate) and deliver,
the Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar or the Trustee) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of Certificates,
but the Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by the
Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trustee or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class A-PO, Class B-4,
Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller, to the effect that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Seller or the Master Servicer, and
(ii) the Trustee shall require the transferee (other than an affiliate of the
Seller on the Closing Date) to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trustee the facts surrounding
such transfer, which investment letter shall not be an expense of the Trustee,
the Seller or the Master Servicer. The Holder of a Class A-PO, Class B-4, Class
B-5 or Class B-6 Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Seller, the Master Servicer and any
Paying Agent acting on behalf of the Trustee against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws. Neither the Seller nor the Trustee is under an
obligation to register the Class A-PO, Class B-4, Class B-5 or Class B-6
Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made
(other than the transfer of the Class A-PO Certificates to an affiliate of the
Seller on the Closing Date) unless the Trustee and the Seller shall have
received (i) a representation letter from the transferee in the form of Exhibit
J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) with respect to the Class B Certificates only, if such transferee is an
insurance company, (A) the source of funds used to purchase the Class B
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B Certificates are covered by Sections I and III of
PTE 95-60 or (ii) in the case of any such Class A-PO or Class B Certificate
presented for registration in the name of a Plan, or a trustee of any such Plan,
(A) an Opinion of Counsel satisfactory to the Trustee and the Seller to the
effect that the purchase or holding of such Class A-PO or Class B Certificate
will not result in the assets of the Trust Estate being deemed to be "plan
assets" and subject to the prohibited transaction provisions of ERISA, the Code
or Similar Law and will not subject the Trustee, the Seller or the Master
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Seller or
the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trustee, the Seller or the Master
Servicer. The Class A-PO and Class B Certificates shall bear a legend referring
to the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class
A-R Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class A-R Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to both the
transferor and the Trustee an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Class A-R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class A-R Certificate will not be disregarded for
federal income tax purposes (any such person who is not covered by clauses (i),
(ii) or (iii) above being referred to herein as a "Non-permitted Foreign
Holder"), and any such purported transfer shall be void and have no effect. The
Trustee shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class A-R Certificate
in connection with any such transfer to a disqualified organization or agent
thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or registration of transfer, or
register the transfer of, the Class A-R Certificate, unless the transferor shall
have provided to the Trustee an affidavit, substantially in the form attached as
Exhibit H hereto, signed by the transferee, to the effect that the transferee is
not such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R Certificate to
disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign
Holders. Such affidavit shall also contain the statement of the transferee that
(i) the transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it may
incur liabilities in excess of cash flows generated by the residual interest,
(iii) the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in any
portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of the Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R Certificate or such agent (within 60 days of the
request therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of transfer, the
Seller, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01, and for all other purposes whatsoever, and neither the
Seller, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary.
Section 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS'
NAMES AND ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that the Clearing
Agency is no longer willing or able properly to discharge its responsibilities
as depository with respect to the Book-Entry Certificates, and (B) the Master
Servicer is unable to locate a qualified successor, (ii) the Master Servicer, at
its option, advises the Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency, or (iii) after the occurrence of
dismissal or resignation of the Master Servicer, Beneficial Owners representing
aggregate Voting Interests of not less than 51% of the aggregate Voting
Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry Certificates
is required under this Agreement, unless and until Definitive Certificates shall
have been issued to Beneficial Owners pursuant to Section 5.07, the Trustee
shall give all such notices and communications specified herein to be given to
Holders of Book-Entry Certificates to the Clearing Agency.
ARTICLE VI.
THE SELLER AND THE MASTER SERVICER
Section 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Seller and the Master Servicer.
Section 6.02 MERGER OR CONSOLIDATION OF THE
SELLER OR THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation, and will obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Seller or Master Servicer shall be a party, or any Person succeeding to the
business of the Seller or Master Servicer, shall be the successor of the Seller
or Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; PROVIDED, HOWEVER, that, in the case of the Master
Servicer, any such successor or resulting Person shall be qualified to service
mortgage loans for FNMA or FHLMC.
Section 6.03 LIMITATION ON LIABILITY OF THE SELLER,
THE MASTER SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of the
partners, directors, officers, employees or agents of any of them shall be under
any liability to the Trust Estate or the Certificateholders and all such Persons
shall be held harmless for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment;
PROVIDED, HOWEVER, that this provision shall not protect any such Person against
any breach of warranties or representations made herein or against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Seller, the Master Servicer, any
subcontractor, and any partner, director, officer, employee or agent of any of
them shall be entitled to indemnification by the Trust Estate and will be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of his or its duties hereunder or by
reason of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, PRIMA
FACIE, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; PROVIDED, HOWEVER, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights, benefits or
privileges under this Agreement to any other Person, or delegate to or
subcontract with, or authorize or appoint any other Person to perform any of the
duties, covenants or obligations to be performed by the Master Servicer without
the prior written consent of the Trustee, and any agreement, instrument or act
purporting to effect any such assignment, transfer, delegation or appointment
shall be void. Notwithstanding the foregoing, the Master Servicer shall have the
right without the prior written consent of the Trustee (i) to assign its rights
and delegate its duties and obligations hereunder; PROVIDED, HOWEVER, that (a)
the purchaser or transferee accepting such assignment or delegation is qualified
to service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee, in
the exercise of its reasonable judgment, and executes and delivers to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such purchaser or transferee of the due
and punctual performance and observance of each covenant and condition to be
performed or observed by the Master Servicer hereunder from and after the date
of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee or the Seller under this Agreement, incurred by it prior to the time
that the conditions contained in clause (i) above are met.
Section 6.07 INDEMNIFICATION OF TRUSTEE
AND SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee and the Seller
and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
Section 6.08 MASTER SERVICER YEAR 2000 COMPLIANCE.
The Master Servicer covenants that it is working to modify its computer and
other systems used in the performance of its duties as trustee for the
Certificates to operate in a manner such that, on and after January 1, 2000, the
Master Servicer can perform its duties in accordance with the terms of this
Agreement.
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 fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee.
Section 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be authorized to
act on behalf of the Trustee in authenticating Certificates. Wherever reference
is made in this Agreement to the authentication of Certificates by the Trustee
or the Trustee's countersignature, such reference shall be deemed to include
authentication on behalf of the Trustee by the Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency business of the
Authenticating Agent, shall be the Authenticating Agent without the execution or
filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; PROVIDED, HOWEVER, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon
the Trustee, in respect of the receipt, custody and payment
of moneys shall be exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Master Servicer
hereunder) the Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any
other separate trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by
it, if such resignation or removal does not violate the
other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee to the extent permitted by law, without the appointment of a new or
successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.07 hereunder and no notice
to Certificateholders of the appointment thereof shall be required under Section
8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent necessary
to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the co-trustees to
the extent, and in accordance with the standards, specified in Section 8.06
hereof.
Section 8.13 APPOINTMENT OF CUSTODIANS.
The Trustee may at any time on or after the Closing Date, with the consent of
the Master Servicer and the Seller, appoint one or more Custodians to hold all
or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either the REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trustee, the Trustee, shall (i) prepare
or cause to be prepared, timely cause to be signed by the Trustee and file or
cause to be filed annual federal and applicable state and local income tax
returns using a calendar year as the taxable year for the REMIC and the accrual
method of accounting; (ii) in the first such federal tax return, make, or cause
to be made, elections satisfying the requirements of the REMIC Provisions, on
behalf of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trustee and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-PO and Class A-R Certificates and the Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates; (viii) exercise reasonable care not
to allow the occurrence of any "prohibited transactions" within the meaning of
Code Section 860F(a), unless the Master Servicer shall have provided an Opinion
of Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Trust Estate or the REMIC to tax or (c)
cause the Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable
care not to allow the REMIC to receive income from the performance of services
or from assets not permitted under the REMIC Provisions to be held by a REMIC;
(x) pay (on behalf of the REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC, when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
1.860F-4(d), and the Master Servicer is hereby designated as agent of the Class
A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be the tax matters
person in accordance with the REMIC Provisions). The Master Servicer shall be
entitled to be reimbursed pursuant to Section 3.02 for any taxes paid by it
pursuant to clause (x) of the preceding sentence, except to the extent that such
taxes are imposed as a result of the bad faith, willful misfeasance or gross
negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case may be, to
perform its duties as set forth above, the Seller shall provide, or cause to be
provided, to the Master Servicer within ten days after the Closing Date all
information or data that the Master Servicer determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of each Class of Certificates and the Mortgage Loans in the aggregate.
Thereafter, the Seller shall provide to the Master Servicer or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer or the Trustee, as the case may be, may from
time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer or
the Trustee, as the case may be, for any losses, liabilities, damages, claims or
expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Seller or the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to, respectively, perform its obligations under this
Section 8.14.
Section 8.15 MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance required to
be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; PROVIDED, HOWEVER, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
Section 8.16 TRUSTEE YEAR 2000 COMPLIANCE.
The Trustee covenants that it is working to modify its computer and other
systems used in the performance of its duties as trustee for the Certificates to
operate in a manner such that, on and after January 1, 2000, the Trustee can
perform its duties in accordance with the terms of this Agreement.
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
11.22. In the case of any purchase by the Seller pursuant to said clause (i),
the Seller shall provide to the Trustee the certification required by Section
3.04 and the Trustee and the Custodian shall, promptly following payment of the
purchase price, release to the Seller the Owner Mortgage Loan Files pertaining
to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall cause to
be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Classes of Class A Certificates, the respective Principal Balance together
with any related Class A Unpaid Interest Shortfall and one month's interest in
an amount equal to the respective Interest Accrual Amount, (ii) as to the
Classes of Class B Certificates, the respective Principal Balance together with
any related Class B Unpaid Interest Shortfall and one month's interest in an
amount equal to the respective Interest Accrual Amount and (iii) as to the Class
A-R Certificate, the amounts, if any, which remain on deposit in the Certificate
Account (other than amounts retained to meet claims) after application pursuant
to clauses (i), (ii) and (iii) above and payment to the Master Servicer of any
amounts it is entitled as reimbursement or otherwise hereunder. Notwithstanding
the foregoing, if the price paid pursuant to clause (i) of the first paragraph
of this Section 9.01, after reimbursement to the Servicers, the Master Servicer
and the Trustee of any Periodic Advances, is insufficient to pay in full the
amounts set forth in clauses (i), (ii) and (iii) of this paragraph, then any
shortfall in the amount available for distribution to Certificateholders shall
be allocated in reduction of the amounts otherwise distributable on the Final
Distribution Date in the same manner as Realized Losses are allocated pursuant
to Sections 4.02(b) and 4.02(g) hereof. Such distribution on the Final
Distribution Date shall be in lieu of the distribution otherwise required to be
made on such Distribution Date in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject the REMIC to federal tax or cause the Trust Estate to fail to qualify as
a REMIC at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a
plan of complete liquidation of the REMIC as of the date of
such notice (or, if earlier, the date on which the first
such notice is mailed to Certificateholders). The Master
Servicer shall also specify such date in a statement
attached to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date,
the Trustee shall sell all of the assets of the Trust Estate
to the Seller for cash at the purchase price specified in
Section 9.01 and shall distribute such cash within 90 days
of such adoption in the manner specified in Section 9.01.
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:
(i) changing the Applicable Unscheduled Principal Receipt Period
for Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period
with respect to all Unscheduled Principal Receipts; or
(ii) changing the Applicable Unscheduled Principal Period for all
Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b) shall be
promptly forwarded to the Trustee.
Section 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the applicable recording
office) is subject to recordation in all appropriate public offices for real
property records in all the towns or other comparable jurisdictions in which any
or all of the Mortgaged Properties are situated, and in any other appropriate
public office or elsewhere, such recordation to be effected by the Master
Servicer and at its expense on direction by the Trustee, but only upon direction
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust Estate, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Estate, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.
Except as otherwise expressly provided herein, no Certificateholder, solely by
virtue of its status as a Certificateholder, shall have any right to vote or in
any manner otherwise control the operation and management of the Trust Estate,
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder, shall
have any right by virtue or by availing of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the State of
New York (without regard to conflicts of laws principles), and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
Section 10.05 NOTICES.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 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, such Servicer or a Certificateholder.
Section 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trustee shall give prompt notice to each Rating Agency of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to
Section 8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the
Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of Incorporation
without the prior written consent of each Rating Agency rating the Certificates.
Section 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of all of its
right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI.
TERMS FOR CERTIFICATES
Section 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.250% per annum.
Section 11.02 CUT-OFF DATE.
The Cut-Off Date for the Certificates is March 1, 1999.
Section 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $300,001,237.22.
Section 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 97.99352665%.
Section 11.05 ORIGINAL PRINCIPAL BALANCES OF THE
Classes of CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal Balance of
such Class as of the Cut-Off Date, as follows:
ORIGINAL
CLASS PRINCIPAL BALANCE
----- -----------------
Class A-1 $293,033,277.00
Class A-PO $967,834.69
Class A-R $100.00
Section 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $293,033,377.00.
Section 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 2.00647335%.
Section 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 0.75242430%.
Section 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.40129296%.
Section 11.10 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.30096972%.
Section 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.25080810%.
Section 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.15048486%.
Section 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15049340%.
Section 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $6,000,025.53.
Section 11.15 ORIGINAL PRINCIPAL BALANCES OF THE
CLASSES OF CLASS B CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal Balance of
such Class as of the Cut-Off Date, is as follows:
ORIGINAL
CLASS PRINCIPAL BALANCE
----- -----------------
Class B-1 $2,250,000.00
Class B-2 $1,200,000.00
Class B-3 $900,000.00
Class B-4 $750,000.00
Class B-5 $450,000.00
Section 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.25404904%.
Section 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.85275608%.
Section 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.55178636%.
Section 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.30097825%.
Section 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original B-5 Fractional Interest is 0.15049339%.
Section 11.21 CLOSING DATE.
The Closing Date is March 29, 1999.
Section 11.22 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $30,000,123.72 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class A-PO and Class
A-R Certificates) and the Class B Certificates (other than the Class B-5 and
Class B-6 Certificates), the minimum Denomination eligible for wire transfer on
each Distribution Date is $500,000. With respect to the Class A-PO Certificates,
the minimum Denomination eligible for wire transfer on each Distribution Date is
100% Percentage Interest. The Class B-5, Class B-6 and Class A-R Certificates
are not eligible for wire transfer.
Section 11.24 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-PO and Class A-R Certificates) and each Class of the Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class A-R
Certificate represents a $100 Denomination. A Single Certificate for the Class
B-4 Certificates represents a $250,000 Denomination. A Single Certificate for
the Class B-5 and Class B-6 Certificates represents a $450,000.00 Denomination
and a $450,025.53 Denomination, respectively. A Single Certificate for the Class
A-PO represents a $967,834.69 Denomination.
Section 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate as is set
forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan is
0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By: ________________________________________
Name: Xxxx X. XxXxxxxx
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By: ________________________________________
Name: Xxxxx Xxxxxxxxx
Title: Officer
FIRST UNION NATIONAL BANK
as Trustee
By: ________________________________________
Name:
Title:
Attest:
By: _______________________________________
Name: ______________________________________
Title: ____________________________________
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 29th day of March, 1999, before me, a notary public in and for the State
of Maryland, personally appeared Xxxx X. XxXxxxxx, known to me who, being by me
duly sworn, did depose and say that he resides at McLean, Virginia; that he is a
Vice President of Norwest Asset Securities Corporation, a Delaware corporation,
one of the parties that executed the foregoing instrument; and that he signed
his name thereto by order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 29th day of March, 1999, before me, a notary public in and for the State
of Maryland, personally appeared 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 Officer 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 29th day of March, 1999, before me, a notary public in and for the State
of North Carolina, personally appeared _____________________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 1999-10
Applicable Unscheduled Principal Receipt Period
FULL UNSCHEDULED PARTIAL UNSCHEDULED
SERVICER PRINCIPAL RECEIPTS PRINCIPAL RECEIPTS
-------- ------------------ ------------------
Norwest Mortgage, Inc. Exhibit F-1 Prior Month Prior Month
Norwest Mortgage, Inc. Exhibit F-2 Mid Month Mid Month
Bank United Mid Month Prior Month
National City Mortgage Company Mid Month Prior Month
Xxxxxxx Xxxxx Credit Corporation Mid Month Prior Month
NOVUS Financial Corporation Prior Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
Hibernia National Bank Mid Month Prior Month
HomeSide Lending Prior Month Prior Month
The Huntington Mortgage Company Mid Month Prior Month
Cascade Bank Mid Month Prior Month
Columbia National Inc. Mid Month Prior Month
SunTrust Mortgage, Inc. Mid Month Prior Month
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-10 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ___________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating that the transferee is not a Plan and is
not acting on behalf of a Plan or using the assets of a Plan to effect such
purchase or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Seller with respect to certain matters and (b) such other documentation as the
Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, at an issue
price of 71.31250% and a stated redemption price at maturity equal to its
initial principal balance, and is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated March 22, 1999 with
respect to the offering of the Class A Certificates (except the Class A-PO
Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to price
this Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 28.68750000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.80%; and
(iii) the amount of OID allocable to the short first accrual period (March 29,
1999 to April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.40173843%.
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-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT __________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 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 PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS B-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of the Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 March 29, 1999, and based on its
issue price of 97.48611%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 4 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 22,
1999 with respect to the offering of the Class A Certificates (except the Class
A-PO Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to
price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 2.58333333%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 6.71%; and (iii) the amount of OID allocable to the short first
accrual period (March 29, 1999 to April 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.02071747%.
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 PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS B-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of the Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its
issue price of 96.73611%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 4 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 22,
1999 with respect to the offering of the Class A Certificates (except the Class
A-PO Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to
price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 3.33333333%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 6.84%; and (iii) the amount of OID allocable to the short first
accrual period (March 29, 1999 to April 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.02659089%.
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 PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT _______________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of the Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-3 Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 92.86111%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.20833333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.57%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.05623013%.
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 PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS B-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of the Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, unless such Person is entitled
to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 82.48611%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 17.58333333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 9.75%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.12942497%.
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 PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS B-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-5 Distribution Amount required to be distributed to Holders of the Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its issue
price of 72.48611%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 4 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated March 22, 1999 with respect to the
offering of the Class A Certificates (except the Class A-PO Certificates), Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 27.58333333%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 12.27%; and (iii) the
amount of OID allocable to the short first accrual period (March 29, 1999 to
April 25, 1999) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.19065842%.
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 PASS-THROUGH CERTIFICATE
SERIES 1999-10, CLASS B-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1999
CUSIP No.: First Distribution Date: April 26, 1999
Percentage Interest evidenced by this Certificate: % Denomination: $
Final Scheduled Maturity Date: April 25, 2014
THIS CERTIFIES THAT ____________________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in monthly distributions to
the Holders of the Class B-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 29, 1999 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th
day of each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-6 Distribution Amount required to be distributed to Holders of the Class B-6
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee either
by the Master Servicer or by a Paying Agent appointed by the Master Servicer by
check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution in reduction of the Principal Balance of this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
This Certificate is issued on March 29, 1999, and based on its
issue price of 28.48611%, including accrued interest, and a stated redemption
price at maturity equal to its initial principal balance (plus 4 days of
interest at the pass-through rate hereon), is issued with original issue
discount ("OID") for federal income tax purposes. Assuming that this Certificate
pays in accordance with projected cash flows reflecting the prepayment
assumption of 275% SPA (as defined in the Prospectus Supplement dated March 22,
1999 with respect to the offering of the Class A Certificates (except the Class
A-PO Certificates), Class B-1, Class B-2 and Class B-3 Certificates) used to
price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 71.58333333%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 37.35%; and (iii) the amount of OID allocable to the short first
accrual period (March 29, 1999 to April 25, 1999) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.31546788%.
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 1999-10 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-10
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trust Administrator, as applicable, of advances made by such Servicer, the
Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee
and the Certificate Registrar, and any agent of the Seller, the Master Servicer,
the Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of 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 Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like Denomination or Percentage Interest and Class, to the above named assignee
and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee: ___________
Dated:
By _______________________________________
Signature by or on behalf of assignor
By _______________________________________
Signature Guaranteed
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 ASSET
SECURITIES CORPORATION (together with any successor in interest, the "Seller"),
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or successor under the Pooling and Servicing Agreement referred to
below, the "Master Servicer") and ___________________________ (together with any
successor in interest or any successor appointed hereunder, the "Custodian").
WITNESSETH THAT
WHEREAS, the Seller, the Master Servicer, and the Trustee, have entered into a
Pooling and Servicing Agreement dated as of March 29, 1999 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1999-10 (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
A. 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 ASSET SECURITIES
CORPORATION
0000 Xxx Xxxxxxx Xxx By: _________________________________
Xxxxxxxxx, Xxxxxxxx 00000 Name: _______________________________
Title: ______________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx By: _________________________________
Xxxxxxxxx, Xxxxxxxx 00000 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 Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
------------------------------------------
Notary Public
[NOTARIAL SEAL]
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 Mortgage Loans Serviced by Norwest Mortgage
from Locations other than Xxxxxxxxx, Xxxxxxxx]
XXXXXX
XXX / 0000-00 Exhibit F-1
30 YEAR FIXED RATE NON 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
-------- ------------------ ----- ----- -------- -------- -------- --------- ------ --------- ----------- ------
7235997 XXXXXXXXXX XX 00000 SFD 6.875 6.250 $3,942.00 180 1-Nov-13 $436,111.38 54.91
7290592 XXXXXXXXX XXXXX XX 00000 SFD 6.875 6.250 $2,675.56 180 1-Nov-13 $296,139.75 59.45
7345355 XXXXXXX XX 00000 SFD 6.750 6.250 $2,787.46 180 1-Nov-13 $310,903.26 64.95
7382795 XXXXXXXXXXXX XX 00000 SFD 6.750 6.250 $2,916.66 180 1-Dec-13 $326,394.05 80.00
7405511 XXXXXXXXXX XX 00000 SFD 7.000 6.250 $2,795.36 180 1-Dec-13 $308,039.22 52.71
7419762 XXXXXXXXX XX 00000 SFD 6.500 6.233 $2,256.17 180 1-Dec-13 $256,426.35 68.16
7442940 XXXXXX XX 00000 PUD 6.750 6.250 $3,083.91 180 1-Dec-13 $345,110.21 57.13
7490833 XXXXXXXXXXX XX 00000 SFD 7.000 6.250 $2,647.05 180 1-Jan-14 $292,636.32 95.00
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
----- --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
-------- --------- ---------- -------- ----------- ----------- -----------
7235997 0.250 0.017 0.358
7290592 0.250 0.017 0.358
7345355 0.250 0.017 0.233
7382795 0.250 0.017 0.233
7405511 0.250 0.017 0.483
7419762 0.250 0.017 0.000
7442940 0.250 0.017 0.233
7490833 13 0.250 0.017 0.483
COUNT: 8
WAC: 6.819055297
WAM: 176.7081695
WALTV: 65.74812706
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Xxxxxxxxx, Xxxxxxxx]
XXXXXX
XXX / 0000-00 Exhibit F-2
30 YEAR FIXED RATE NON 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
-------- ------------------------- ----- ----- -------- -------- -------- --------- -------- --------- ------------- ------
4810171 XXXXXXXXXX XX 00000 SFD 613% 5.858 $4,051.53 180 1-Mar-14 $476,300.00 80.00
4819369 XXXXXXXX XX 00000 SFD 663% 6.250 $3,072.98 180 1-Jul-13 $340,696.20 73.68
4826305 XXXXXXXXXXX XX 00000 SFD 738% 6.250 $2,759.77 180 1-Mar-14 $300,000.00 60.61
4830778 XXXXXX XX 00000 SFD 763% 6.250 $2,906.55 180 1-Nov-13 $307,396.61 75.89
4846806 XXXX XXXX XX 00000 SFD 688% 6.250 $5,797.05 180 1-Mar-14 $650,000.00 65.00
4850153 XXXXXXXXXX XX 00000 SFD 713% 6.250 $2,536.33 180 1-Mar-14 $280,000.00 53.85
4871425 XXXXXXXXX XX 00000 SFD 713% 6.250 $4,982.08 180 1-Feb-14 $548,283.55 68.75
4877690 XXXXXXX XX 00000 SFD 675% 6.250 $2,743.22 180 1-Mar-14 $310,000.00 61.39
4878431 XXX XXXXXXXXX XX 00000 SFD 713% 6.250 $2,683.52 180 1-Feb-14 $295,325.46 75.00
4879346 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,969.88 180 1-Mar-14 $333,000.00 47.57
4882238 XXX XXXXX XX 00000 SFD 675% 6.250 $2,796.32 180 1-Feb-14 $314,981.18 35.91
0000000 XXXXX XXXXXXXX XX 00000 SFD 688% 6.250 $2,630.97 180 1-Jan-14 $293,112.88 71.08
4886137 XXXXXXXX XXXX XX 00000 SFD 713% 6.250 $2,201.17 180 1-Jan-14 $241,478.78 90.00
4890096 XXXXXX XX 00000 SFD 675% 6.250 $2,446.77 180 1-Jan-14 $274,712.08 70.00
4890748 XXXXXXXX XX 00000 SFD 688% 6.250 $2,974.34 180 1-Feb-14 $332,436.34 41.69
4892809 XXXXXXXXX XX 00000 SFD 700% 6.250 $2,386.39 180 1-Mar-14 $265,500.00 49.17
4893262 XXXXXXXX XX 00000 SFD 638% 6.108 $3,291.07 180 1-Mar-14 $380,800.00 80.00
4893880 XXXXXXXX XX 00000 SFD 713% 6.250 $3,751.30 120 1-Oct-08 $311,971.98 71.40
4897610 XXXXXXX XXXX XX 00000 SFD 700% 6.250 $2,388.19 180 1-Feb-14 $264,861.73 69.92
4897667 XXXXXX XX 00000 SFD 775% 6.250 $903.62 180 1-Sep-13 $94,255.29 80.00
4897921 XXX XXXXXXXXX XX 00000 LCO 688% 6.250 $2,809.35 180 1-Mar-14 $315,000.00 74.12
4901390 XXX XXXXX XX 00000 SFD 638% 6.108 $2,808.82 180 1-Mar-14 $325,000.00 45.45
4903260 XXXXXXXXXX XX 00000 SFD 675% 6.250 $2,654.29 180 1-Dec-13 $297,032.44 79.99
4907490 XXXXXX XXXX XX 00000 SFD 675% 6.250 $7,964.19 180 1-Dec-13 $891,245.87 56.25
4907599 XXXXXXXX XXXX XX 00000 SFD 675% 6.250 $2,345.02 180 1-Feb-14 $264,145.61 71.62
4909301 XXXXX XXXXX XX 00000 SFD 675% 6.250 $2,937.90 180 1-Jan-14 $329,853.18 55.33
4909373 XXX XXXXXX XX 00000 SFD 688% 6.250 $3,005.55 180 1-Feb-14 $335,925.18 47.80
4909922 XXXXXXXXX XX 00000 LCO 700% 6.250 $3,343.65 180 1-Mar-14 $372,000.00 74.40
4911084 XXX XXXXX XX 00000 SFD 650% 6.233 $2,351.99 180 1-Feb-14 $269,110.51 46.55
4912677 XX XXXX XX 00000 SFD 700% 6.250 $2,804.35 180 1-Jan-14 $310,025.56 56.73
4913702 XXXXXXX XX 00000 SFD 638% 6.108 $3,024.88 180 1-Jan-14 $347,662.80 48.28
4913914 XXXXXXXX XX 00000 SFD 675% 6.250 $5,548.39 180 1-Feb-14 $624,978.49 44.79
4915523 XXXXXXXXXX XX 00000 SFD 663% 6.250 $2,155.92 180 1-Feb-14 $244,749.72 25.85
4916110 XXXXXXXXX XX 00000 SFD 613% 5.858 $2,458.31 180 1-Jan-14 $287,028.57 65.68
4916642 XXXXXXXXX XX 00000 SFD 663% 6.250 $3,239.80 180 1-Feb-14 $367,797.39 64.17
4917389 XXXXXX XXXX XX 00000 SFD 613% 5.858 $4,465.79 180 1-Feb-14 $523,213.90 67.74
4917793 XXXXXXXX XX 00000 SFD 625% 5.983 $6,001.97 180 1-Mar-14 $700,000.00 46.67
4919831 XXXXXXXX XX 00000 SFD 675% 6.250 $2,920.21 180 1-Feb-14 $328,936.04 28.77
4920059 XXXXXXXXX XX 00000 SFD 725% 6.250 $3,468.88 180 1-Jan-14 $377,646.83 69.72
4921163 XXX XXXX XX 00000 COP 713% 6.250 $2,758.26 180 1-Mar-14 $304,500.00 70.00
4921601 XXXXXX XX 00000 SFD 675% 6.250 $2,508.72 180 1-Oct-13 $278,878.15 72.14
4924423 XXXXXX XX 00000 SFD 688% 6.250 $3,299.86 180 1-Feb-14 $368,819.93 67.27
4926240 XXXXXXXXX XX 00000 SFD 725% 6.250 $2,336.93 180 1-Jan-14 $254,414.70 80.00
4926525 XX. XXXXXXXXX XX 00000 SFD 700% 6.250 $2,696.49 180 1-Jan-14 $298,101.50 51.24
4927915 XXXXX XXXXX XX 00000 SFD 650% 6.233 $5,444.42 180 1-Dec-13 $618,789.47 77.64
4928505 XXXXXXXX XXXXXXX XX 00000 SFD 700% 6.250 $2,359.43 180 1-Mar-14 $262,500.00 75.00
4928880 XXXXXX XX 00000 SFD 750% 6.250 $2,892.28 180 1-Feb-14 $311,057.72 69.33
4928932 XXXXXXX XX 00000 SFD 700% 6.250 $2,930.18 180 1-Jan-14 $323,936.98 79.51
4929209 XXXXXXXXX XX 00000 SFD 700% 6.250 $3,730.14 180 1-Jan-14 $412,373.76 76.85
4929751 XXXXXX XXXX XX 00000 SFD 688% 6.250 $3,558.50 180 1-Dec-13 $395,160.40 46.40
4930104 XX.XXXXX XX 00000 SFD 688% 6.250 $5,395.72 180 1-Feb-14 $603,070.43 71.60
4930314 XXXXXX XXXX XX 00000 SFD 700% 6.250 $4,494.14 180 1-Feb-14 $498,422.53 70.92
4930342 XXX XXXXXXX XX 00000 SFD 675% 6.250 $2,336.16 180 1-Mar-14 $264,000.00 33.00
4930699 XXXXXXX XX 00000 SFD 675% 6.250 $4,424.55 180 1-Jan-14 $496,766.84 50.00
4931284 XXXXXXXX XXXX XX 00000 SFD 700% 6.250 $2,690.20 180 1-Dec-13 $296,450.60 77.74
4931575 XXXX XXXXXXX XX 00000 SFD 688% 6.250 $2,452.60 180 1-Jan-14 $273,240.83 60.44
4932051 XXXXXXXXX XX 00000 SFD 650% 6.233 $2,613.33 180 1-Feb-14 $299,011.67 63.83
4932140 XXXX XXX XX 00000 HCO 713% 6.250 $1,816.20 180 1-Feb-14 $199,874.27 55.69
4933284 XXXXXXXXXX XX 00000 SFD 600% 5.733 $2,320.61 180 1-Mar-14 $275,000.00 59.14
4933478 XXX XXXXXX XX 00000 SFD 688% 6.250 $2,720.16 180 1-Feb-14 $304,027.24 62.89
4933732 XXXXXXXXX XX 00000 SFD 663% 6.250 $4,389.97 180 1-Feb-14 $498,370.45 56.82
4933954 XXXXXXXX XX 00000 SFD 700% 6.250 $5,622.18 180 1-Dec-13 $619,545.11 78.19
4935905 XX. XXXXX XX 00000 SFD 688% 6.250 $3,389.05 180 1-Feb-14 $377,177.08 54.29
4936136 XXXXXXXX XX 00000 SFD 663% 6.250 $2,686.67 180 1-Feb-14 $305,002.70 82.93
4936436 XX. XXXXXX XX 00000 SFD 675% 6.250 $2,322.89 180 1-Nov-13 $259,084.08 75.00
4936651 NOVI MI 48374 SFD 625% 5.983 $2,354.48 180 1-Mar-14 $274,600.00 78.46
4936763 XXXXXXX XXXXXXX XX 00000 SFD 713% 6.250 $2,463.87 180 1-Feb-14 $271,151.13 75.56
4936899 XXXXXXX XX 00000 SFD 638% 6.108 $3,284.15 180 1-Mar-14 $380,000.00 80.00
4937495 XXXXXXX XX 00000 SFD 700% 6.250 $2,570.65 180 1-Feb-14 $285,097.68 68.10
4938027 XXXXXXX XX 00000 LCO 713% 6.250 $2,962.07 180 1-Feb-14 $325,979.49 67.01
4938218 XXXXXX XXXXX XX 00000 SFD 638% 6.108 $2,540.90 180 1-Jan-14 $291,116.11 77.37
4938326 XXX XXXXX XX 00000 SFD 725% 6.250 $2,355.19 180 1-Feb-14 $257,203.56 75.88
4938390 XXX XXXXXX XX 00000 SFD 663% 6.250 $2,194.98 180 1-Feb-14 $249,185.23 66.67
4938842 XXXXXXXXXX XX 00000 SFD 675% 6.250 $2,822.86 180 1-Jan-14 $316,937.22 72.50
4938979 XXXXXXXXXXX XX 00000 SFD 700% 6.250 $2,426.84 180 1-Nov-13 $266,025.91 90.00
4939025 XXX XXXX XX 00000 SFD 700% 6.250 $2,444.82 180 1-Feb-14 $271,141.85 65.23
4939324 XXXX XXXX XX 00000 SFD 675% 6.250 $3,375.93 180 1-Feb-14 $380,270.01 66.35
4939388 XXXXXXXXXXX XX 00000 SFD 700% 6.250 $3,618.69 180 1-Nov-13 $397,474.62 79.25
4939518 XXX XXXXX XX 00000 SFD 663% 6.250 $4,214.38 180 1-Feb-14 $478,435.62 80.00
4939625 XXXXXXXXXX XX 00000 SFD 688% 6.250 $3,268.20 180 1-Feb-14 $365,281.25 79.99
4939721 XXXXXXXXXX XX 00000 SFD 713% 6.250 $2,598.83 180 1-Feb-14 $286,004.64 76.92
4939756 XXXXXXX XX 00000 SFD 663% 6.250 $3,072.98 180 1-Jan-14 $347,712.33 77.78
4939759 XXXXXXXX XX 00000 SFD 675% 6.250 $3,097.18 180 1-Nov-13 $345,448.05 56.00
4939767 XXXXXX XXXX XX 00000 SFD 663% 6.250 $3,661.23 180 1-Feb-14 $415,640.96 48.49
4939865 WHEELING WV 26003 SFD 663% 6.250 $3,072.98 180 1-Mar-14 $350,000.00 56.45
4940216 XXXX XXXXXX XX 00000 SFD 675% 6.250 $3,477.69 180 1-Nov-13 $387,366.51 40.73
4940363 XXXXXXXX XXXX XX 00000 SFD 650% 6.233 $2,743.99 180 1-Mar-14 $315,000.00 69.23
4940528 XXXXXXXXX XX 00000 SFD 700% 6.250 $2,754.91 180 1-Feb-14 $305,533.01 67.66
4940785 SEA XXXXX XX 00000 SFD 663% 6.250 $2,601.84 180 1-Jan-14 $294,402.07 67.35
4940861 XXXXXX XXXXXX XX 00000 SFD 663% 6.250 $2,827.14 180 1-Feb-14 $320,950.57 74.88
4940889 XXXXXXX XXXXX XX 00000 SFD 675% 6.250 $2,628.19 180 1-Feb-14 $296,042.44 45.34
4941199 XXXXXXX XX 00000 SFD 650% 6.233 $3,421.71 180 1-Mar-14 $392,800.00 78.56
4942495 XXXXXXX XX 00000 SFD 688% 6.250 $2,497.20 180 1-Feb-14 $279,106.97 56.80
4942978 XXX XXXXXXXX XX 00000 SFD 663% 6.250 $2,787.64 180 1-Mar-14 $317,500.00 67.91
4943587 XXXXXXXXXX XX 00000 SFD 650% 6.233 $3,027.10 180 1-Feb-14 $346,355.19 73.16
4943691 XXXXXXX XXXXX XX 00000 SFD 725% 6.250 $2,986.89 180 1-Jan-14 $325,173.79 80.00
4943857 XXXXXXX XXXXX XX 00000 SFD 650% 6.233 $5,662.19 180 1-Mar-14 $650,000.00 36.11
4944402 XXX XXXXX XX 00000 SFD 650% 6.233 $2,656.88 180 1-Feb-14 $303,652.08 29.76
4944418 XXXXXXXXXX XX 00000 SFD 650% 6.233 $2,831.10 180 1-Feb-14 $323,929.32 67.31
4944517 XXXXXXX XX 00000 SFD 675% 6.250 $2,787.46 180 1-Feb-14 $313,984.42 79.75
4945497 XXXXXXXX XX 00000 SFD 688% 6.250 $3,389.05 180 1-Feb-14 $378,377.08 37.25
4946009 XXXXXXXXXXX XX 00000 SFD 663% 6.250 $2,484.72 180 1-Dec-13 $280,217.72 68.19
4946142 XXX XXXXXXXX XX 00000 SFD 713% 6.250 $2,695.76 180 1-Mar-14 $297,600.00 64.00
4946199 XXXXXXX XX 00000 SFD 675% 6.250 $2,548.54 180 1-Mar-14 $288,000.00 67.76
4946514 XXXXXX XXXXX XX 00000 SFD 675% 6.250 $3,504.25 180 1-Feb-14 $394,723.25 80.00
4946978 XXXXXXXXXXX XX 00000 SFD 750% 6.250 $3,923.12 180 1-Nov-13 $418,039.39 79.91
4946980 XXXXXXX XX 00000 LCO 750% 6.250 $356.90 180 1-Feb-14 $38,383.73 74.04
4946984 XXX XXXXXXX XX 00000 SFD 700% 6.250 $2,651.55 180 1-Dec-13 $292,191.52 40.69
4947000 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,586.38 180 1-Dec-13 $287,209.31 69.06
4947015 XXXXXXXXX XX 00000 SFD 650% 6.233 $2,743.99 180 1-Dec-13 $311,097.69 70.00
4947138 XXXXXX XXXX XX 00000 SFD 750% 6.250 $2,651.26 180 1-Jan-14 $283,249.81 77.72
4947366 XXXXXXXXX XX 00000 SFD 725% 6.250 $2,505.81 180 1-Feb-14 $273,652.63 88.69
4947376 XXXXXX XXXXX XX 00000 SFD 713% 6.250 $2,237.41 180 1-Mar-14 $247,000.00 44.91
4947657 XXXXX XX 00000 SFD 700% 6.250 $4,864.46 180 1-Feb-14 $539,492.54 66.00
4947696 XXXXX XXXXXX XX 00000 LCO 663% 6.250 $3,318.82 180 1-Feb-14 $376,586.87 48.77
4947768 XXXXX XXXXXX XX 00000 SFD 650% 6.233 $3,135.99 180 1-Feb-14 $358,814.01 60.50
4948007 XXXXXXXXX XX 00000 SFD 663% 6.250 $3,072.98 180 1-Feb-14 $348,859.31 50.00
4948116 XXX XXXX XX 00000 COP 650% 6.233 $2,292.76 180 1-Mar-14 $263,200.00 80.00
4948162 XXXXXX XX 00000 SFD 625% 5.983 $3,532.58 180 1-Feb-14 $410,613.26 80.00
4948269 XXXXXX XX 00000 SFD 750% 6.250 $2,589.15 180 1-Feb-14 $278,456.48 69.83
4948279 XXX XXXXX XX 00000 SFD 700% 6.250 $3,172.87 180 1-Feb-14 $351,886.30 52.30
4948471 XXXXXXXXX XXX XX 00000 SFD 750% 6.250 $3,059.15 180 1-Dec-13 $326,991.32 79.52
4948608 XXXXXXXX XX 00000 SFD 688% 6.250 $2,318.82 180 1-Feb-14 $259,170.76 60.47
4948736 XXXXXXX XX 00000 SFD 675% 6.250 $2,221.13 180 1-Mar-14 $251,000.00 64.36
4949173 XXXXXX XXXXXX XX 00000 MF2 738% 6.250 $2,704.58 180 1-Mar-14 $294,000.00 70.00
4949225 XXXXXX XX 00000 SFD 675% 6.250 $2,637.03 180 1-Dec-13 $295,101.42 54.18
4949230 XXXX XXXXXX XX 00000 SFD 700% 6.250 $5,078.38 180 1-Feb-14 $563,217.45 52.31
4949713 XXXXXXXX XX 00000 SFD 688% 6.250 $2,229.64 180 1-Mar-14 $250,000.00 40.98
4949790 XXXX XX 00000 SFD 700% 6.250 $3,846.99 180 1-Mar-14 $428,000.00 80.00
4950795 XXXXX XX 00000 SFD 650% 6.233 $2,874.66 180 1-Jan-14 $327,317.08 54.10
4950857 XX XXXXXXXXX XX 00000 SFD 763% 6.250 $2,653.87 180 1-Feb-14 $283,251.35 76.78
4951353 XXXXXX XX 00000 SFD 688% 6.250 $2,930.63 180 1-Jan-14 $326,497.94 53.87
4951362 XXXXXX XX 00000 SFD 700% 6.250 $4,405.61 180 1-Feb-14 $488,603.60 68.46
4951484 XXXXXXXX XXXX XX 00000 SFD 725% 6.250 $2,674.69 180 1-Feb-14 $292,095.52 73.25
4951619 XXXXXXXXX XX 00000 SFD 713% 6.250 $2,481.98 180 1-Feb-14 $273,144.90 60.89
4951840 XXXXX XXXX XX 00000 SFD 700% 6.250 $2,301.01 180 1-Feb-14 $255,192.32 71.11
4951991 XXXXXXXXX XX 00000 SFD 663% 6.250 $4,331.59 180 1-Jan-14 $490,125.36 79.99
4952004 XXXXXXXX XX 00000 SFD 675% 6.250 $1,769.82 180 1-Feb-14 $199,355.18 47.85
4952059 XX. XXXXX XX 00000 SFD 738% 6.250 $7,120.21 180 1-Mar-13 $744,661.43 58.86
4952068 XXXX XXXX XX 00000 SFD 700% 6.250 $3,891.93 180 1-Feb-14 $431,633.90 54.13
4952076 XXXXXXXXX XX 00000 SFD 700% 6.250 $2,354.94 180 1-May-13 $252,610.83 60.23
4952092 XXXXXXXX XX 00000 SFD 725% 6.250 $2,738.59 180 1-Aug-13 $293,398.68 49.18
4952292 XXX XXXX XX 00000 SFD 725% 6.250 $2,738.59 180 1-Jan-14 $298,142.22 44.12
4953047 XXXXXX XX 00000 SFD 663% 6.250 $2,695.45 180 1-Mar-14 $307,000.00 76.75
4953100 XXX XXXXXX XX 00000 SFD 688% 6.250 $3,496.07 180 1-Feb-14 $390,749.76 57.65
4953265 XXXXXX XX 00000 SFD 675% 6.250 $3,743.17 180 1-Jan-14 $420,264.74 65.08
4953416 XXXXXXXXXX XX 00000 SFD 713% 6.250 $9,058.32 180 1-Jun-13 $971,236.22 51.95
4953476 XXX XXXX XXXXXX XX 00000 SFD 713% 6.250 $2,500.09 180 1-Jan-14 $274,272.21 77.31
4953492 XXXXXXXXX XX 00000 SFD 675% 6.250 $3,274.17 180 1-Jan-14 $366,434.89 79.57
4953798 XXX XXXX XX 00000 SFD 650% 6.233 $2,500.08 180 1-Feb-14 $286,054.50 79.72
4954051 XXXXX XXXXX XX 00000 SFD 725% 6.250 $2,678.80 180 1-Jul-13 $283,293.49 51.48
4954168 XXXXX XXXXX XX 00000 SFD 650% 6.233 $2,195.19 180 1-Mar-14 $252,000.00 70.00
4954440 XXXXXXXXX XX 00000 SFD 700% 6.250 $2,651.55 180 1-Feb-14 $294,069.28 53.64
4954733 XXXXXXX XX 00000 HCO 675% 6.250 $2,632.61 180 1-Feb-14 $296,540.83 70.00
4954795 XXXXX XX 00000 SFD 700% 6.250 $2,471.78 180 1-Feb-14 $274,132.39 50.27
4954813 XXXXXX XX 00000 SFD 650% 6.233 $3,048.88 180 1-Feb-14 $346,363.54 50.00
4954832 XXXXX XXXX XX 00000 SFD 700% 6.250 $2,426.84 180 1-Feb-14 $269,148.16 83.59
4954861 XXXXXX XXXXXX XX 00000 SFD 700% 6.250 $2,426.84 180 1-Feb-14 $269,148.16 62.79
4954944 XXXXXXXXX XX 00000 SFD 663% 6.250 $4,170.47 180 1-Feb-14 $473,451.93 46.57
4955135 XXXXXX XX 00000 LCO 700% 6.250 $2,696.49 180 1-Feb-14 $299,053.51 66.52
4955136 XXXXXXXX XX 00000 SFD 688% 6.250 $2,644.35 180 1-Feb-14 $295,554.35 74.13
4955151 XXX XXXXXXXXX XX 00000 SFD 663% 6.250 $3,775.37 180 1-Feb-14 $427,373.96 64.18
4955154 XXXX XXXX XX 00000 SFD 725% 6.250 $3,943.57 180 1-Feb-14 $425,435.01 48.00
4955181 XXXXXXX XX 00000 SFD 688% 6.250 $3,790.39 180 1-Mar-14 $425,000.00 47.22
4955244 XXXX XXXXXXXXXX XX 00000 SFD 688% 6.250 $3,701.20 180 1-Mar-14 $415,000.00 62.41
4955254 XXXXXXXX XX 00000 SFD 688% 6.250 $2,497.20 180 1-Feb-14 $279,106.97 47.46
4955833 XXXXXX XXXXX XX 00000 SFD 700% 6.250 $2,651.55 180 1-Jan-14 $293,133.14 65.56
4955838 XXX XXXXXXX XX 00000 SFD 700% 6.250 $5,019.51 180 1-Jan-14 $554,915.96 63.82
4956020 XXXXXXXX XX 00000 SFD 688% 6.250 $2,709.00 180 1-Feb-14 $302,781.24 75.00
4956136 XXXXXXXXXXXX XX 00000 SFD 688% 6.250 $3,567.42 180 1-Feb-14 $398,724.25 76.19
4956255 XXX XXXX XX 00000 SFD 713% 6.250 $2,663.15 180 1-Feb-14 $293,082.48 37.22
4956351 XXXXX XX 00000 SFD 650% 6.233 $3,551.94 180 1-Feb-14 $406,406.71 78.41
4956398 XXXXXXXXXX XX 00000 SFD 650% 6.233 $5,129.96 180 1-Feb-14 $586,959.92 56.09
4956410 XXX XXXXX XX 00000 SFD 700% 6.250 $3,595.31 180 1-Feb-14 $398,738.03 54.05
4956414 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 700% 6.250 $2,193.15 180 1-Jan-14 $242,455.88 75.08
4956464 XXXXXX XX 00000 SFD 713% 6.250 $2,828.92 180 1-Mar-14 $312,300.00 90.00
4956687 XXXXXXXXX XX 00000 LCO 700% 6.250 $1,078.60 180 1-Feb-14 $119,621.40 42.11
4957053 XXXXXXX XXXX XX 00000 LCO 713% 6.250 $298.93 180 1-Feb-14 $32,897.01 47.14
4957141 XXXXXXXXXX XX 00000 SFD 675% 6.250 $4,150.23 180 1-Feb-14 $467,487.90 47.37
4957142 XXXXX XXXX XX 00000 SFD 688% 6.250 $2,934.21 180 1-Feb-14 $327,950.69 59.49
4957246 XXXXXXX XX 00000 SFD 688% 6.250 $3,732.42 180 1-Feb-14 $417,165.24 78.22
4957328 XXXXXXX XXXXX XX 00000 SFD 700% 6.250 $2,624.58 180 1-Feb-14 $291,078.75 43.26
4957334 XXXXXXXX XX 00000 SFD 663% 6.250 $3,731.47 180 1-Feb-14 $423,614.89 49.71
4957389 XXXXXXXXX XX 00000 SFD 688% 6.250 $3,585.26 180 1-Feb-14 $400,717.87 52.89
4957401 XXXXXXXXX XX 00000 SFD 675% 6.250 $2,787.47 180 1-Feb-14 $313,984.41 49.22
4957455 XXXXXX XX 00000 SFD 650% 6.233 $2,195.20 180 1-Feb-14 $251,169.80 53.05
4957478 XXXXXXXX XX 00000 SFD 700% 6.250 $5,842.39 180 1-Feb-14 $647,949.28 67.36
4957618 XXXXXXX XX 00000 SFD 675% 6.250 $4,070.59 180 1-Mar-14 $460,000.00 57.50
4957630 XXXXXXXX XX 00000 SFD 688% 6.250 $2,586.38 180 1-Feb-14 $289,075.08 55.77
4957649 XXX XXXXXXX XX 00000 SFD 700% 6.250 $4,458.19 180 1-Jan-14 $492,861.15 78.73
4957666 XXX XXXX XX 00000 SFD 675% 6.250 $4,344.91 180 1-Feb-14 $489,416.97 69.95
4957687 XXXXXXX XXXXXX XX 00000 SFD 675% 6.250 $2,982.15 180 1-Feb-14 $335,913.48 58.61
4957716 XXX XXXX XX 00000 SFD 625% 5.983 $2,397.36 180 1-Feb-14 $278,658.89 50.38
4957750 XXX XXXXX XX 00000 SFD 650% 6.233 $5,662.20 180 1-Feb-14 $647,858.63 45.61
4957759 XXXXXX XXXXX XX 00000 PUD 675% 6.250 $3,982.10 180 1-Jan-14 $447,090.14 37.50
4957787 XXXXXXXX XX 00000 SFD 675% 6.250 $3,291.87 180 1-Feb-14 $370,800.63 46.15
4957789 XXX XXXX XX 00000 SFD 675% 6.250 $3,079.49 180 1-Feb-14 $346,878.01 56.13
4957790 XXXXXX XXXXX XX 00000 SFD 675% 6.250 $3,141.43 180 1-Feb-14 $353,855.45 61.26
4957802 XXX XXXX XX 00000 SFD 675% 6.250 $2,902.51 180 1-Feb-14 $326,942.49 69.20
4957857 XXXXXXXX XX 00000 SFD 663% 6.250 $3,981.71 180 1-Mar-14 $453,500.00 54.64
4957876 XXXXXX XXXXX XX 00000 SFD 688% 6.250 $2,269.77 180 1-Feb-14 $253,688.30 54.15
4957920 XXX XXXX XX 00000 SFD 675% 6.250 $2,601.64 180 1-Feb-14 $293,052.11 48.60
4957972 XXXX XXXX XX 00000 SFD 675% 6.250 $2,442.36 180 1-Feb-14 $275,110.14 58.72
4957983 XXXXXXXXX XXXXX XX 00000 SFD 638% 6.108 $8,642.51 180 1-Mar-14 $1,000,000.00 33.33
4957991 XXXXXX XXXXX XX 00000 SFD 675% 6.250 $3,008.70 180 1-Feb-14 $338,903.80 51.48
4958031 XXXXXXXX XX 00000 SFD 675% 6.250 $3,097.19 180 1-Feb-14 $348,871.56 48.34
4958036 XXXXXXXX XX 00000 SFD 700% 6.250 $2,642.56 180 1-Mar-14 $294,000.00 56.00
4958058 XXXXXXX XX 00000 SFD 700% 6.250 $2,372.91 180 1-Feb-14 $263,167.09 59.33
4958071 XXXXXXX XX 00000 SFD 675% 6.250 $3,760.87 180 1-Feb-14 $423,629.76 58.22
4958076 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,461.52 180 1-Feb-14 $275,119.73 62.73
4958083 XXX XXXX XX 00000 SFD 713% 6.250 $3,478.40 180 1-Feb-14 $382,801.60 49.55
4958098 XXX XXXX XX 00000 SFD 675% 6.250 $3,504.25 180 1-Feb-14 $394,723.25 52.80
4958130 XXX XXXX XX 00000 SFD 650% 6.233 $2,622.04 180 1-Feb-14 $300,008.38 69.20
4958132 XXXXXXXX XX 00000 SFD 688% 6.250 $3,317.70 180 1-Feb-14 $370,813.55 60.49
4958199 XXXXXXXX XXXXXX XX 00000 SFD 700% 6.250 $3,963.84 180 1-Feb-14 $439,608.66 65.33
4958251 XXXXXXXX XX 00000 SFD 688% 6.250 $3,414.47 180 1-Mar-14 $382,850.00 73.63
4958257 XXXXXX XX 00000 SFD 650% 6.233 $5,662.20 180 1-Feb-14 $647,858.63 69.89
4958258 XXXXXXX XX 00000 SFD 713% 6.250 $2,971.13 180 1-Mar-14 $328,000.00 80.00
4958304 XXXXXXXXXX XX 00000 SFD 675% 6.250 $2,698.98 180 1-Mar-14 $305,000.00 67.78
4958356 XXX XXXX XX 00000 SFD 663% 6.250 $4,126.58 180 1-Feb-14 $468,468.21 67.14
4958376 XXXXXXX XX 00000 SFD 675% 6.250 $2,844.10 180 1-Feb-14 $320,363.78 38.26
4958394 XXXXXXXX XX 00000 SFD 700% 6.250 $4,179.56 180 1-Feb-14 $463,532.94 46.50
4958400 XXX XXXXX XX 00000 SFD 663% 6.250 $2,151.09 180 1-Mar-14 $245,000.00 49.00
4958429 XXXXXXXX XX 00000 SFD 713% 6.250 $2,717.50 180 1-Feb-14 $299,063.75 42.25
4958479 XXXX XXXX XX 00000 SFD 688% 6.250 $2,818.26 180 1-Mar-14 $316,000.00 55.93
4958497 XXXXXXX XX 00000 SFD 700% 6.250 $2,516.72 180 1-Feb-14 $279,116.61 70.00
4958502 XXXXXXXXX XX 00000 SFD 675% 6.250 $3,106.04 180 1-Feb-14 $349,868.34 56.61
4958570 XXXXXXXX XX 00000 SFD 700% 6.250 $3,163.88 180 1-Mar-14 $352,000.00 78.84
4958605 XXX XXXXXXX XX 00000 SFD 688% 6.250 $4,147.13 180 1-Feb-14 $463,516.93 53.76
4958612 XXX XXXXX XX 00000 PUD 713% 6.250 $3,261.00 180 1-Jan-14 $357,746.33 74.23
4958652 XXXXXXX XX 00000 SFD 688% 6.250 $2,871.78 180 1-Feb-14 $320,973.01 64.40
4958654 XXX XXXXX XX 00000 SFD 688% 6.250 $2,925.29 180 1-Mar-14 $328,000.00 58.36
4958694 LA CANADA XXXXXXXXXX XX 00000 SFD 700% 6.250 $2,988.61 180 1-Feb-14 $331,450.97 69.27
4958762 XXXXXXXX XX 00000 SFD 688% 6.250 $3,175.01 180 1-Feb-14 $354,864.57 69.13
4958768 XXXX XXXXX XX 00000 SFD 700% 6.250 $3,343.65 180 1-Feb-14 $370,826.35 65.26
4958802 XXXXXXXXXXX XX 00000 SFD 663% 6.250 $3,072.98 180 1-Mar-14 $350,000.00 75.27
4958848 UPPER XXXXXX XXXXX XX 00000 SFD 725% 6.250 $2,510.38 180 1-Feb-14 $274,151.08 54.78
4958862 XXXXXXXX XX 00000 SFD 663% 6.250 $3,950.98 180 1-Mar-14 $450,000.00 53.57
4958864 XXX XXXXXXXXX XX 00000 SFD 675% 6.250 $2,787.47 180 1-Feb-14 $313,984.41 70.00
4958878 XXXXXXXXXXX XX 00000 SFD 700% 6.250 $3,235.78 180 1-Oct-13 $354,089.82 75.00
4958908 XXXXXXX XX 00000 SFD 675% 6.250 $2,345.02 180 1-Mar-14 $265,000.00 53.00
4958980 XXX XXXX XX 00000 SFD 688% 6.250 $2,452.60 180 1-Feb-14 $274,122.92 61.11
4959020 XXXXXXXXXXX XX 00000 SFD 663% 6.250 $2,941.28 180 1-Dec-13 $331,706.48 67.00
4959022 XXXXXXXXX XX 00000 SFD 675% 6.250 $2,637.04 180 1-Feb-14 $297,039.21 42.27
4959077 XXXXXX XX 00000 SFD 725% 6.250 $2,190.87 180 1-Nov-13 $237,008.68 71.22
4959081 XXXXXXX XX 00000 SFD 675% 6.250 $2,583.94 180 1-Feb-14 $291,058.56 44.24
4959106 XXXXXXX XX 00000 SFD 713% 6.250 $615.97 180 1-Feb-14 $67,787.78 37.16
4959172 XXX XXXXX XX 00000 SFD 725% 6.250 $3,651.46 180 1-Mar-14 $400,000.00 58.39
4959175 XXXXXXXXXX XX 00000 SFD 638% 6.108 $2,368.05 180 1-Nov-13 $270,321.12 68.50
4959222 XXXXX XXXXXXX XX 00000 SFD 675% 6.250 $5,309.46 180 1-Feb-14 $597,616.03 60.00
4959290 XXXXXX XX 00000 SFD 675% 6.250 $2,654.73 180 1-Oct-13 $295,109.14 78.95
4959314 XXXXXXX XX 00000 SFD 675% 6.250 $2,460.05 180 1-Feb-14 $277,103.70 54.30
4959327 XXXXXXX XX 00000 SFD 700% 6.250 $2,408.87 180 1-Oct-13 $263,722.70 80.00
4959366 XXXXXXXXX XX 00000 SFD 700% 6.250 $3,667.22 180 1-Feb-14 $406,712.78 72.21
4959403 XXXXXX XXXXXX XX 00000 SFD 688% 6.250 $2,256.40 180 1-Jan-14 $251,381.54 74.41
4959542 XXXX XX 00000 SFD 650% 6.233 $3,061.94 180 1-Mar-14 $351,500.00 82.71
4959610 XXXX XX 00000 SFD 638% 6.108 $2,761.28 180 1-Mar-14 $319,500.00 90.00
4959841 XXXXXXXX XX 00000 SFD 675% 6.250 $3,362.66 180 1-Feb-14 $378,774.84 66.09
4959875 XXXXXXX XX 00000 SFD 700% 6.250 $3,002.09 180 1-Feb-14 $332,946.24 58.60
4959915 XXX XXXX XX 00000 SFD 675% 6.250 $2,946.75 180 1-Feb-14 $331,926.38 65.29
4959930 XXXXXXXXXXXX XX 00000 SFD 725% 6.250 $3,286.31 180 1-Feb-14 $358,888.69 62.07
4959955 XXX XXXXX XX 00000 SFD 675% 6.250 $2,583.94 180 1-Feb-14 $291,058.56 60.21
4959982 XXXXXXXXX XX 00000 SFD 725% 6.250 $4,107.89 180 1-Mar-14 $450,000.00 37.50
4959988 XXXXXXX XX 00000 SFD 713% 6.250 $3,490.17 180 1-Feb-14 $384,097.55 59.28
4960024 XXXXXXXX XX 00000 SFD 700% 6.250 $2,754.91 180 1-Feb-14 $305,533.01 69.27
4960166 XXXXXXX XX 00000 SFD 700% 6.250 $3,415.55 180 1-Feb-14 $378,801.12 52.05
4960252 XXXXXX XX 00000 SFD 700% 6.250 $3,388.59 180 1-Mar-14 $377,000.00 44.35
4960302 XXX XXXX XX 00000 SFD 675% 6.250 $2,672.43 180 1-Feb-14 $301,026.32 56.98
4960356 XXX XXXXX XX 00000 SFD 650% 6.233 $3,684.78 180 1-Jan-14 $420,205.39 62.67
4960531 XXXXXXXX XX 00000 SFD 700% 6.250 $4,134.62 180 1-Feb-14 $458,548.71 57.50
4960560 XXXXXX XXXXXX XX 00000 SFD 713% 6.250 $2,342.48 180 1-Mar-14 $258,600.00 66.65
4960586 XXXXX XXXXX XX 00000 SFD 688% 6.250 $2,399.09 180 1-Mar-14 $269,000.00 66.42
4960587 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,693.41 180 1-Feb-14 $301,036.80 55.93
4960611 XXXXXXX XX 00000 SFD 675% 6.250 $5,176.73 180 1-Feb-14 $583,113.90 62.90
4960737 XXXXXXXXX XX 00000 SFD 700% 6.250 $3,667.22 180 1-Feb-14 $406,712.78 80.00
4960741 XXXXX XXXXXX XX 00000 SFD 650% 6.233 $2,717.86 180 1-Jan-14 $309,938.71 74.29
4960954 XXXX XXXX XX 00000 SFD 675% 6.250 $3,406.91 180 1-Feb-14 $383,758.72 51.68
4960960 XXX XXXX XX 00000 SFD 688% 6.250 $3,647.69 180 1-Feb-14 $407,695.54 48.98
4961046 XXXXXXXX XX 00000 SFD 688% 6.250 $4,459.28 180 1-Mar-14 $500,000.00 48.78
4961069 XXXXXXX XX 00000 SFD 688% 6.250 $2,345.58 180 1-Feb-14 $262,161.19 50.67
4961451 XXXXXXX XXXX XX 00000 SFD 675% 6.250 $2,654.73 180 1-Feb-14 $299,032.77 40.82
4961518 XXXX XXXXX XX 00000 SFD 650% 6.233 $4,958.35 180 1-Feb-14 $567,324.82 58.38
4961520 XXX XXXX XX 00000 SFD 700% 6.250 $2,883.45 180 1-Mar-14 $320,800.00 71.29
4961523 XXXXXXX XXX XX 00000 SFD 688% 6.250 $5,493.83 180 1-Mar-14 $616,000.00 77.00
4961579 XXXXXXXX XX 00000 SFD 675% 6.250 $3,982.10 180 1-Feb-14 $448,549.15 48.13
4961745 XXXXXX XX 00000 SFD 663% 6.250 $4,170.48 180 1-Feb-14 $473,451.92 60.90
4962156 XXXXX XXXXXX XX 00000 LCO 638% 6.108 $3,232.30 180 1-Feb-14 $372,754.58 27.70
4962158 XXX XXXXXXXXX XX 00000 SFD 650% 6.233 $2,957.41 180 1-Feb-14 $338,381.55 70.00
4962214 XXX XXXXX XX 00000 SFD 700% 6.250 $3,550.38 180 1-Feb-14 $393,753.79 30.38
4962344 XXXXXXX XXXX XX 00000 SFD 688% 6.250 $3,701.20 180 1-Feb-14 $413,676.40 50.00
4962394 XXXXXXXXX XX 00000 SFD 663% 6.250 $3,278.87 180 1-Mar-14 $373,450.00 80.00
4962516 XXXXXX XX 00000 SFD 688% 6.250 $2,925.28 180 1-Feb-14 $326,953.89 80.00
4962732 XXXXXX XXXX XX 00000 SFD 688% 6.250 $5,071.98 180 1-Feb-14 $566,886.20 43.75
4962867 XXXXX XX 00000 SFD 663% 6.250 $2,633.99 180 1-Feb-14 $299,022.26 42.86
4962985 XXX XXXX XX 00000 SFD 688% 6.250 $2,309.02 180 1-Feb-14 $258,074.26 47.59
4963124 XXXX XXXXX XX 00000 SFD 638% 6.108 $3,024.88 180 1-Jan-14 $347,662.67 44.87
4963140 XXXXXXX XX 00000 SFD 638% 6.108 $5,090.43 180 1-Jan-14 $585,066.85 73.63
4963143 XXXXXXXX XX 00000 SFD 688% 6.250 $2,604.22 180 1-Mar-14 $292,000.00 33.95
4963159 XXXXXXXX XX 00000 SFD 700% 6.250 $2,426.84 180 1-Jan-14 $268,291.35 65.85
4963172 XXXX XXXX XX 00000 LCO 663% 6.250 $4,310.95 180 1-Jan-14 $487,790.72 25.84
4963300 XXXXXX XX 00000 LCO 713% 6.250 $2,871.49 180 1-Mar-14 $317,000.00 75.48
4963606 XXXXXX XX 00000 HCO 675% 6.250 $8,849.10 180 1-Mar-14 $1,000,000.00 26.32
4963624 XXXXXXXXX XX 00000 SFD 663% 6.250 $3,713.92 180 1-Feb-14 $421,621.39 58.34
4963646 XXXXX XXXXXXXXXX XX 00000 SFD 663% 6.250 $2,432.05 180 1-Feb-14 $276,097.22 80.00
4963679 XXX XXXX XX 00000 SFD 688% 6.250 $2,978.80 180 1-Feb-14 $332,934.74 58.19
4963769 XXXXXXX XX 00000 SFD 700% 6.250 $2,678.51 180 1-Feb-14 $297,059.82 69.30
4963842 XXXXXXX XX 00000 HCO 663% 6.250 $4,890.43 180 1-Mar-14 $557,000.00 64.02
4963845 XXX XXXX XX 00000 SFD 700% 6.250 $3,100.96 180 1-Mar-14 $345,000.00 75.82
4963856 XXXXXX XXXXX XX 00000 SFD 663% 6.250 $3,231.02 180 1-Mar-14 $368,000.00 50.07
4963870 XXX XXXXXX XX 00000 SFD 700% 6.250 $2,786.37 180 1-Mar-14 $310,000.00 53.45
4963964 XXXXXXX XX 00000 SFD 700% 6.250 $3,145.90 180 1-Mar-14 $350,000.00 69.31
4964022 XXXXXXXXX XX 00000 SFD 663% 6.250 $2,341.17 180 1-Feb-14 $265,780.97 52.80
4964025 XXX XXXXXXXXX XX 00000 SFD 700% 6.250 $1,793.16 180 1-Jan-14 $198,237.51 70.00
4964511 XXXX XXXX XX 00000 SFD 688% 6.250 $3,745.79 180 1-Mar-14 $420,000.00 42.00
4964535 XXXXXXXX XX 00000 SFD 625% 5.983 $3,606.75 180 1-Mar-14 $420,650.00 53.93
4964585 XXXXXXX XX 00000 SFD 650% 6.233 $5,101.21 180 1-Feb-14 $583,670.79 80.00
4964688 XXXXXXXXX XX 00000 SFD 725% 6.250 $2,865.48 180 1-Feb-14 $312,931.00 59.68
0000000 XXXXX XXXXX XXXX XX 00000 SFD 650% 6.233 $2,487.01 180 1-Mar-14 $285,500.00 54.28
4964767 XXX XXXXX XX 00000 SFD 688% 6.250 $3,567.42 180 1-Feb-14 $398,724.25 42.11
4964858 XXXXXX XX 00000 SFD 688% 6.250 $2,836.10 180 1-Feb-14 $316,985.78 67.37
4964966 XXXXXXX XX 00000 SFD 688% 6.250 $2,764.75 180 1-Mar-14 $310,000.00 60.90
4965096 XXXXXXX XX 00000 SFD 725% 6.250 $2,592.53 180 1-Jan-14 $282,241.32 73.77
4965177 XXXXXXXXX XXXXXXX XX 00000 SFD 650% 6.233 $3,484.43 180 1-Mar-14 $400,000.00 42.55
4965229 XXXXXXX XX 00000 SFD 650% 6.233 $3,897.33 180 1-Mar-14 $447,400.00 61.29
4965247 XXX XXXX XX 00000 SFD 688% 6.250 $2,328.64 180 1-Feb-14 $260,267.25 70.00
4965384 XXXXXXXX XXXXXXX XX 00000 SFD 650% 6.233 $2,146.85 180 1-Feb-14 $245,638.09 56.01
4965410 XXXXXXX XX 00000 SFD 675% 6.250 $2,734.38 180 1-Feb-14 $308,003.75 56.18
4965519 XXXXX XXXXXX XX 00000 LCO 713% 6.250 $2,460.24 180 1-Jan-14 $269,899.73 65.45
4965542 XXXX XXXXXX XXXX XX 00000 SFD 663% 6.250 $2,577.36 180 1-Feb-14 $292,593.29 79.34
4965659 XXXXXXXXX XX 00000 SFD 663% 6.250 $2,182.70 180 1-Mar-14 $248,600.00 55.87
4965717 XXXXXXXXX XX 00000 SFD 738% 6.250 $2,759.77 180 1-Mar-14 $300,000.00 62.11
4965735 XXXXXXXX XX 00000 SFD 700% 6.250 $3,122.53 180 1-Feb-14 $346,303.97 37.35
4965770 XXXXXXX XX 00000 SFD 675% 6.250 $2,654.73 180 1-Jan-14 $298,060.10 44.44
4965785 XXX XXXX XX 00000 SFD 738% 6.250 $2,208.74 180 1-Jan-14 $238,629.25 46.89
4965947 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,916.37 180 1-Mar-14 $327,000.00 43.03
4966306 XXXX XXXX XX 00000 SFD 688% 6.250 $2,675.56 180 1-Jan-14 $298,080.90 58.25
4966406 XX XXXXX XX 00000 SFD 650% 6.233 $2,253.99 180 1-Jan-14 $257,040.54 75.00
4966710 XXX XXXXXX XX 00000 SFD 675% 6.250 $3,318.42 180 1-Mar-14 $375,000.00 51.02
4966737 XXXXXX XX 00000 SFD 625% 5.983 $2,382.35 180 1-Mar-14 $277,850.00 70.52
4966932 XXXXXXX XXXXXX XX 00000 SFD 650% 6.233 $2,402.08 180 1-Mar-14 $275,750.00 49.24
4966962 XXXXXX XXXXXX XX 00000 SFD 713% 6.250 $3,079.83 180 1-Mar-14 $340,000.00 67.19
4967062 XXXXXXXXXXXXX XX 00000 SFD 663% 6.250 $4,267.05 180 1-Dec-13 $481,221.95 75.00
4967258 XXXXXXXX XXXX XX 00000 SFD 700% 6.250 $2,471.78 180 1-Feb-14 $274,132.39 56.70
4967306 XX XXXXX XX 00000 SFD 675% 6.250 $2,557.39 180 1-Mar-14 $289,000.00 55.05
4967390 XXXXX XXXX XX 00000 SFD 650% 6.233 $2,203.90 180 1-Feb-14 $252,166.52 79.31
4967532 XXXXXXXXXX XX 00000 SFD 688% 6.250 $2,247.47 180 1-Nov-13 $248,757.39 70.00
4967683 XXX XXXXXXX XX 00000 SFD 625% 5.983 $2,658.02 180 1-Mar-14 $310,000.00 79.49
4967687 XXXXXXX XX 00000 SFD 713% 6.250 $4,529.16 180 1-Mar-14 $500,000.00 50.00
4967845 XXXXXXXX XX 00000 SFD 650% 6.233 $2,264.88 180 1-Jan-14 $258,282.27 64.68
4967853 XXXXXXXX XX 00000 SFD 688% 6.250 $2,318.82 180 1-Jan-14 $258,336.78 63.41
4967996 XXX XXXX XX 00000 SFD 675% 6.250 $4,291.82 180 1-Mar-14 $485,000.00 69.78
4968131 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,408.01 180 1-Feb-14 $269,138.87 49.09
4968184 XXXXX XXXX XX 00000 SFD 688% 6.250 $6,314.33 180 1-Feb-14 $705,741.92 55.36
4968230 XXXXXXX XX 00000 SFD 675% 6.250 $3,318.42 180 1-Feb-14 $373,790.96 46.88
4968311 XXX XXXX XX 00000 SFD 688% 6.250 $3,166.09 180 1-Feb-14 $353,867.76 58.68
4968332 XXXXXXXXXXXXX XX 00000 SFD 600% 5.733 $3,046.33 180 1-Feb-14 $359,758.67 78.48
4968483 XXXXXXXXX XX 00000 SFD 688% 6.250 $3,727.96 180 1-Mar-14 $418,000.00 57.26
4968550 XXX XXXXXX XX 00000 SFD 650% 6.233 $2,987.90 180 1-Mar-14 $343,000.00 58.43
4968610 XXX XXXX XX 00000 SFD 713% 6.250 $2,672.21 180 1-Mar-14 $295,000.00 62.50
4968642 XXXXXXXXX XX 00000 SFD 638% 6.108 $3,197.73 180 1-Mar-14 $370,000.00 39.57
4968668 XXXXXX XXXXX XX 00000 SFD 688% 6.250 $4,931.96 180 1-Mar-14 $553,000.00 51.66
4969004 XXX XXXXXXXXX XX 00000 SFD 688% 6.250 $2,247.48 180 1-Mar-14 $252,000.00 47.01
4969063 XXX XXXX XX 00000 PUD 713% 6.250 $2,717.50 180 1-Mar-14 $300,000.00 80.00
4969159 XXXXXXXXXXXX XX 00000 SFD 663% 6.250 $3,424.18 180 1-Mar-14 $390,000.00 48.45
4969320 XXXXXXXXX XX 00000 SFD 625% 5.983 $4,287.12 180 1-Feb-14 $498,317.05 64.35
4969380 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,541.79 180 1-Mar-14 $285,000.00 38.83
4969446 XXX XXXX XX 00000 SFD 675% 6.250 $2,526.42 180 1-Feb-14 $284,579.52 74.16
4969476 XXXXXXX XXX XX 00000 SFD 688% 6.250 $5,261.95 180 1-Mar-14 $590,000.00 53.64
4969646 THE XXXXXXXXX XX 00000 PUD 650% 6.233 $2,526.22 180 1-Mar-14 $290,000.00 69.88
4969771 XXXXX XXX XXXX XX 00000 SFD 700% 6.250 $3,145.90 180 1-Feb-14 $348,895.77 35.00
4970015 XXXXX XX 00000 SFD 638% 6.108 $3,284.16 180 1-Mar-14 $380,000.00 63.33
4970232 XXXXX XX 00000 SFD 663% 6.250 $2,923.72 180 1-Feb-14 $331,914.72 65.94
4970318 XXXXXXXX XX 00000 SFD 700% 6.250 $2,588.63 180 1-Feb-14 $287,091.37 42.67
4970428 XXXXXXXX XX 00000 SFD 688% 6.250 $4,459.28 180 1-Mar-14 $500,000.00 62.50
4970686 XXXXXXX XX 00000 SFD 688% 6.250 $2,675.57 180 1-Mar-14 $300,000.00 42.25
4970717 XXXXX XXXX XX 00000 SFD 650% 6.233 $3,048.88 180 1-Mar-14 $350,000.00 58.33
4970883 XXXXXXXXX XX 00000 SFD 675% 6.250 $3,893.61 180 1-Mar-14 $440,000.00 53.33
4971472 XXXXXXXX XX 00000 SFD 700% 6.250 $2,786.37 180 1-Mar-14 $310,000.00 59.05
4971876 XXXXXXXX XX 00000 SFD 688% 6.250 $8,606.40 180 1-Mar-14 $965,000.00 41.96
4972005 XXXXXX XXXXXX XX 00000 SFD 650% 6.233 $2,787.55 180 1-Mar-14 $320,000.00 37.96
4972538 XXXX XXXX XX 00000 SFD 588% 5.608 $3,767.04 180 1-Mar-14 $450,000.00 56.25
4972590 XXXXXXXX XX 00000 SFD 688% 6.250 $3,344.46 180 1-Mar-14 $375,000.00 37.13
4972639 XXXXXXXX XX 00000 SFD 675% 6.250 $3,026.40 180 1-Jan-14 $339,788.50 75.16
4972830 XXXXXXX XX 00000 SFD 725% 6.250 $2,875.52 180 1-Mar-14 $315,000.00 70.00
4972837 XXX XXXX XX 00000 SFD 688% 6.250 $3,067.98 180 1-Mar-14 $344,000.00 57.33
4972860 XXX XXXXX XX 00000 SFD 638% 6.108 $3,169.21 180 1-Mar-14 $366,700.00 66.67
4972862 XXXXXXXX XX 00000 SFD 688% 6.250 $2,675.57 180 1-Mar-14 $300,000.00 46.88
4972898 XXXXX XX 00000 SFD 663% 6.250 $2,897.38 180 1-Jan-14 $327,697.51 69.37
4973032 XXXXXX XXXX XX 00000 SFD 700% 6.250 $3,820.03 180 1-Mar-14 $425,000.00 48.99
4973168 XXXXXXXXX XX 00000 SFD 713% 6.250 $2,962.07 180 1-Mar-14 $327,000.00 50.31
4973698 XXXX XXXX XX 00000 SFD 700% 6.250 $4,161.57 180 1-Mar-14 $463,000.00 73.73
4973759 XXXXXXX XXXXXXX XX 00000 SFD 700% 6.250 $2,349.54 180 1-Jan-14 $259,745.77 70.65
4974021 XXXXXXXX XXXXXXX XX 00000 SFD 638% 6.108 $2,415.58 180 1-Mar-14 $279,291.97 71.67
4974329 XXXXXXXX XX 00000 SFD 750% 6.250 $1,668.62 180 1-Feb-14 $179,456.38 31.30
4974445 XXXXX XX 00000 SFD 675% 6.250 $2,371.56 180 1-Mar-14 $268,000.00 77.46
4974639 XXXXXXX XX 00000 SFD 675% 6.250 $3,318.42 180 1-Jan-14 $372,575.12 75.00
4974646 XXXXXXXXXXXX XX 00000 SFD 688% 6.250 $3,567.42 180 1-Dec-13 $396,150.77 61.35
4974651 XXXXXX XX 00000 SFD 650% 6.233 $2,286.66 180 1-Dec-13 $259,891.58 73.53
4974657 XXXXXXXXXXXX XX 00000 SFD 663% 6.250 $2,792.03 180 1-Dec-13 $314,873.59 64.24
4974658 XXXXXX XX 00000 SFD 650% 6.233 $2,177.77 180 1-Dec-13 $247,515.80 73.53
0000000 XXXX XX. XXXXX XX 00000 SFD 713% 6.250 $3,523.68 180 1-Nov-13 $384,100.62 77.18
4974666 XXXXXX XX 00000 SFD 725% 6.250 $2,236.51 180 1-Dec-13 $242,717.35 55.18
4974670 XXXXXXXXXXXX XX 00000 SFD 725% 6.250 $2,921.16 180 1-Dec-13 $317,018.58 75.54
4974672 XXXXXX XX 00000 SFD 675% 6.250 $3,822.81 180 1-Nov-13 $426,381.59 80.00
4974680 XXXXXXXXX XXXXXXXX XX 00000 SFD 713% 6.250 $3,623.33 180 1-Dec-13 $396,232.94 86.02
4974686 XXXXXXX XX 00000 SFD 663% 6.250 $2,546.18 180 1-Dec-13 $287,148.91 65.91
4974698 XXXXXX XX 00000 SFD 663% 6.250 $2,274.00 180 1-Dec-13 $256,453.66 72.96
4974750 XXXXXXX XX 00000 SFD 650% 6.233 $2,395.55 180 1-Jan-14 $273,183.16 72.37
4974869 XXXXX XXXXXX XX 00000 SFD 650% 6.233 $2,272.03 180 1-Jan-14 $259,097.85 77.28
4974940 XXXXXXXXXXXX XX 00000 SFD 625% 5.983 $2,700.88 180 1-Feb-14 $313,939.75 62.80
4974955 XXX XXXXXX XX 00000 SFD 688% 6.250 $5,742.66 180 1-Mar-14 $643,900.00 65.04
4974968 XXXX XXXX XX 00000 SFD 713% 6.250 $5,878.84 180 1-Feb-14 $646,974.60 55.71
4974996 XXXXXXXXXX XX 00000 SFD 663% 6.250 $3,072.98 180 1-Jan-14 $347,712.33 72.92
4975022 XXXXXXX XX 00000 SFD 700% 6.250 $2,359.42 180 1-Jan-14 $260,838.83 73.94
4975166 XXXXXXXXXXXX XX 00000 SFD 700% 6.250 $3,074.00 180 1-Jan-14 $339,835.71 71.10
4975177 XXX XXXXX XX 00000 SFD 650% 6.233 $3,353.77 180 1-Mar-14 $385,000.00 44.77
4975190 XXXXXXXXXX XX 00000 SFD 688% 6.250 $2,675.56 180 1-Jan-14 $298,080.90 72.12
4975192 XXXXXX XX 00000 SFD 650% 6.233 $2,254.00 180 1-Jan-14 $257,040.51 75.00
4975203 XXXXX XX 00000 SFD 650% 6.233 $3,484.43 180 1-Dec-13 $396,025.27 78.43
4975213 XXXXXXXXX XX 00000 SFD 663% 6.250 $2,939.53 180 1-Dec-13 $331,508.44 69.46
4975214 XXXXXX XXXX XX 00000 SFD 700% 6.250 $4,532.29 120 1-Dec-08 $383,544.72 64.63
4975222 XXXXX XXXXX XX 00000 SFD 725% 6.250 $5,755.60 180 1-Jan-14 $626,595.59 57.32
4975232 TOWN XX XXXXXX XX 00000 SFD 738% 6.250 $3,035.75 180 1-Dec-13 $326,958.52 89.19
4975237 XXXX XXXXX XX 00000 SFD 650% 6.233 $2,578.48 180 1-Dec-13 $293,058.69 80.00
4975261 XXXXXXXXX XX 00000 SFD 663% 6.250 $2,633.98 180 1-Jan-14 $298,039.15 80.00
4975283 XXXXXXXXXX XX 00000 SFD 650% 6.233 $4,355.54 180 1-Feb-14 $498,352.80 72.99
4975296 XXXXXX XXXX XX 00000 SFD 675% 6.250 $3,539.64 180 1-Dec-13 $396,109.29 61.54
4975505 XXXXXXXX XX 00000 SFD 738% 6.250 $3,541.70 180 1-Mar-14 $385,000.00 66.38
4975648 XXXXXX XXXXXX XX 00000 SFD 663% 6.250 $3,500.57 180 1-Mar-14 $398,700.00 80.00
4976115 XXXXXXXXXXX XX 00000 SFD 700% 6.250 $3,370.61 180 1-Dec-13 $371,400.37 71.43
4976161 XXXXXXXX XX 00000 SFD 675% 6.250 $4,424.55 180 1-Mar-14 $500,000.00 54.95
4976166 XXX XXXXXXX XX 00000 SFD 613% 5.858 $2,722.00 180 1-Jan-14 $317,817.11 60.38
4976178 XXXX XXXX XX 00000 SFD 650% 6.233 $3,048.88 180 1-Feb-14 $348,846.95 23.30
4976275 XXXXXXX XXXXXX XX 00000 SFD 700% 6.250 $2,399.88 180 1-Feb-14 $266,157.62 58.04
4976770 XXXXXXXXX XX 00000 SFD 663% 6.250 $4,389.97 180 1-Feb-14 $498,370.45 63.29
4976817 XXXX XXXXXXXXX XX 00000 SFD 675% 6.250 $4,601.53 180 1-Feb-14 $518,323.47 17.33
4976943 XXXX XXXX XXXX XX 00000 SFD 650% 6.233 $2,526.21 180 1-Jan-14 $288,084.07 74.74
4977260 XXXXX XXXXXX XX 00000 LCO 725% 6.250 $1,369.29 180 1-Mar-14 $150,000.00 50.85
4977307 XX XXXXXX XXXXX XX 00000 PUD 663% 6.250 $2,265.22 180 1-Feb-14 $257,159.15 63.94
4977662 XXX XXXXX XX 00000 SFD 700% 6.250 $3,370.61 180 1-Feb-14 $373,816.89 61.98
4977695 XXXXXX XX 00000 SFD 675% 6.250 $2,639.69 180 1-Feb-14 $297,338.25 45.89
4977742 XXXXXXXX XX 00000 SFD 675% 6.250 $2,787.46 180 1-Feb-14 $313,974.42 73.60
4977819 XXX XXXXXXX XX 00000 SFD 663% 6.250 $2,440.83 180 1-Feb-14 $277,093.97 42.77
4977864 XXXX XXXXX XXXXXXX XX 00000 SFD 688% 6.250 $2,630.98 180 1-Mar-14 $295,000.00 77.63
4979239 XXXXXXXXXX XXXXXXX XX 00000 SFD 675% 6.250 $2,555.18 180 1-Feb-14 $287,819.04 75.00
4979528 XXXXXXXXXXXXXX XX 00000 SFD 625% 5.983 $2,290.61 180 1-Dec-13 $264,438.32 84.81
4979569 XXXXXXXXXX XX 00000 SFD 663% 6.250 $3,072.98 180 1-Jan-14 $347,712.33 72.92
4979590 XXXXX XX 00000 SFD 650% 6.233 $3,057.59 180 1-Jan-14 $348,681.06 79.77
4979609 XXX XXXX XX 00000 SFD 725% 6.250 $2,747.72 180 1-Mar-14 $301,000.00 68.41
4979614 XXXXX XXXXXX XXXXXXX XX 00000 SFD 700% 6.250 $3,487.45 180 1-Dec-13 $384,306.17 45.65
4979622 XXXXXXXX XX 00000 SFD 688% 6.250 $2,497.20 180 1-Feb-14 $278,208.83 65.88
4980229 XXXXXXX XX 00000 PUD 675% 6.250 $3,528.13 180 1-Nov-13 $393,514.69 51.12
4980369 XXX XXXXXXXXX XX 00000 SFD 688% 6.250 $2,853.94 180 1-Mar-14 $320,000.00 60.95
4980390 XXXXXXXX XX 00000 SFD 675% 6.250 $3,893.60 180 1-Feb-14 $438,581.40 57.89
4980497 XXXXXXX XX 00000 SFD 675% 6.250 $7,461.56 180 1-Mar-14 $843,200.00 56.21
4982653 XXXXXXXXXX XX 00000 SFD 675% 6.250 $2,787.47 180 1-Mar-14 $315,000.00 59.43
4983560 XXXXXXX XX 00000 SFD 663% 6.250 $3,511.98 180 1-Feb-14 $398,696.36 48.78
4983635 XXXXXXX XX 00000 SFD 700% 6.250 $2,568.41 180 1-Mar-14 $285,750.00 75.00
4983640 XXXXX XXXXXX XXXXXXX XX 00000 SFD 725% 6.250 $2,209.13 180 1-Mar-14 $242,000.00 42.09
4984364 XXXXXXX XXXXXXX XX 00000 SFD 675% 6.250 $2,561.82 180 1-Mar-14 $289,500.00 79.32
4985992 XXX XXXXX XX 00000 SFD 663% 6.250 $2,607.65 180 1-Mar-14 $297,000.00 45.69
6565451 XXXX XXXX XX 00000 SFD 675% 6.250 $2,548.54 180 1-Feb-14 $287,071.46 80.00
6585730 XXXXXX XX 00000 SFD 688% 6.250 $4,459.27 180 1-Feb-14 $498,405.31 69.44
6600744 XXXXXXXXXX XX 00000 SFD 650% 6.233 $4,007.09 180 1-Feb-14 $458,484.58 58.23
6604112 XXXXXX XX 00000 SFD 688% 6.250 $2,408.01 180 1-Feb-14 $269,138.87 63.08
6644329 XXXXXXXXXX XX 00000 SFD 700% 6.250 $4,268.09 180 1-Feb-14 $473,351.87 86.07
0000000 XXXX XX XXXX XX 00000 SFD 650% 6.233 $4,355.54 180 1-Jan-14 $496,696.66 60.61
6869352 XXXXXXXXXXXX XX 00000 SFD 688% 6.250 $3,121.49 180 1-Feb-14 $348,883.72 66.18
6879335 XXXXX XX 00000 SFD 675% 6.250 $2,654.73 180 1-Dec-13 $297,081.96 41.72
6879494 XXXXXXXXXX XX 00000 SFD 675% 6.250 $2,681.28 180 1-Feb-14 $302,023.10 79.95
6886135 XXXX XXXX XX 00000 LCO 700% 6.250 $3,090.17 180 1-Feb-14 $342,715.33 80.00
7017119 XXXXXXX XXXXX XX 00000 SFD 688% 6.250 $2,675.56 180 1-Sep-13 $284,061.38 34.29
7046697 XXXXX XX XX 00000 PUD 675% 6.250 $3,539.64 180 1-Jan-14 $397,312.90 38.83
7085479 XXXXXXXX XXXXXXX XX 00000 SFD 688% 6.250 $5,351.13 180 1-Feb-14 $598,086.37 49.39
7116816 XXXXXXXXX XX 00000 SFD 700% 6.250 $3,954.84 180 1-Mar-14 $440,000.00 65.19
7123003 XXXXXXXX XXXXXXX XX 00000 SFD 725% 6.250 $4,997.92 180 1-Mar-14 $547,500.00 75.00
7126590 XXXXXX XXXX XX 00000 SFD 688% 6.250 $8,918.54 180 1-Feb-14 $996,810.63 44.44
7129859 XXXXXXX XX 00000 SFD 688% 6.250 $3,845.68 180 1-Feb-14 $429,824.74 33.17
7136426 XXXXXXX XX 00000 SFD 700% 6.250 $2,532.00 180 1-Feb-14 $280,811.25 90.00
7152558 XXXXXX XX 00000 SFD 763% 6.250 $4,670.65 180 1-Feb-14 $498,506.43 84.18
7153125 XXX XXXXX XX 00000 SFD 675% 6.250 $3,398.05 180 1-Feb-14 $382,761.95 65.75
7210608 XXXXXXXXXX XX 00000 SFD 738% 6.250 $2,888.56 180 1-Dec-13 $311,105.98 78.50
7220950 XXXXXXXX XX 00000 SFD 700% 6.250 $5,078.38 180 1-Jan-14 $561,424.50 73.86
7231776 XXXXXXXXXX XX 00000 SFD 675% 6.250 $2,557.39 180 1-Feb-14 $288,068.24 58.98
7288144 XXXXXXXXX XX 00000 SFD 675% 6.250 $3,318.41 180 1-Mar-14 $375,000.00 75.00
7292656 XXXXXX XX 00000 SFD 650% 6.233 $8,711.07 180 1-Mar-14 $1,000,000.00 43.48
7293057 XXXXXXXX XXXXXX XX 00000 SFD 688% 6.250 $3,032.30 180 1-Jan-14 $337,825.02 73.91
7295573 XXXXXXX XX 00000 LCO 663% 6.250 $2,598.51 180 1-Feb-14 $294,995.44 80.00
7300445 XXX XXXXX XX 00000 SFD 725% 6.250 $2,501.24 180 1-Jan-14 $272,303.25 70.26
7315943 XXXXX XX 00000 SFD 688% 6.250 $2,809.34 180 1-Dec-13 $311,968.74 79.95
7317934 XXXXXXXXX XX 00000 SFD 725% 6.250 $2,690.66 180 1-Nov-13 $291,077.37 90.00
7320618 XXXXXXXXXXXX XX 00000 SFD 725% 6.250 $7,394.19 180 1-Feb-14 $807,499.56 41.54
7322298 XXX XXXX XX 00000 SFD 688% 6.250 $2,570.32 180 1-Mar-14 $288,200.00 63.34
7325015 XXXXXXXXXX XX 00000 SFD 688% 6.250 $4,566.29 180 1-Dec-13 $507,073.01 80.00
7328437 XXXX XXX XXXXXX XX 00000 SFD 725% 6.250 $3,423.24 180 1-Dec-13 $371,506.14 75.00
7337488 XXXX XXXXXX XXXX XX 00000 SFD 700% 6.250 $2,629.07 180 1-Feb-14 $291,577.18 75.00
7355587 XXXXXXXXX XX 00000 SFD 663% 6.250 $2,238.88 180 1-Dec-13 $252,493.00 79.69
7355914 XXXXXXXXX XX 00000 SFD 700% 6.250 $2,741.43 180 1-Feb-14 $304,037.74 72.62
7357132 XXXXXX XX 00000 SFD 638% 6.108 $4,148.40 180 1-Jan-14 $476,593.65 76.20
7365336 XXXX XXXX XXXX XX 00000 SFD 663% 6.250 $3,380.28 180 1-Feb-14 $383,745.24 38.50
7372573 XXX XXXX XX 00000 HCO 650% 6.233 $2,578.48 180 1-Jan-14 $294,044.42 80.00
7374799 XXXXXX XX 00000 SFD 675% 6.250 $2,884.80 180 1-Feb-14 $324,948.95 69.51
7374823 XXXX XXXX XXXX XX 00000 SFD 713% 6.250 $2,762.79 180 1-Jan-14 $303,090.65 71.76
7377844 XXXXXXXXX XXX XX 00000 SFD 713% 6.250 $5,389.70 180 1-Jan-14 $591,275.20 70.00
7383111 XXXXXX XX 00000 SFD 688% 6.250 $2,408.01 180 1-Feb-14 $269,138.87 61.36
7385778 XXXXXXXX XXXXXXX XX 00000 SFD 713% 6.250 $3,043.59 180 1-Jan-14 $333,896.59 73.04
7388323 XXXXXXXX XX 00000 SFD 750% 6.250 $2,781.04 180 1-Jan-14 $298,182.26 50.00
7392649 XXXXXXXX XXXXXXX XX 00000 LCO 675% 6.250 $2,874.96 180 1-Feb-14 $323,336.72 53.52
7392895 XXXXX XX 00000 SFD 688% 6.250 $5,122.37 180 1-Feb-14 $572,518.18 41.77
7397497 XXXXXXX XX 00000 SFD 675% 6.250 $5,097.08 180 1-Mar-14 $576,000.00 57.03
7398757 XXXXXXXX XX 00000 SFD 713% 6.250 $4,093.45 180 1-Feb-14 $450,489.71 75.32
7403570 XXX XXXXX XX 00000 SFD 688% 6.250 $2,827.18 180 1-Feb-14 $315,988.97 79.25
7403607 XXXXX XXX XX 00000 SFD 688% 6.250 $5,003.30 180 1-Feb-14 $559,210.76 24.93
7416529 XXXXXXX XXXXX XX 00000 LCO 688% 6.250 $3,121.49 180 1-Feb-14 $348,005.21 66.67
7418139 LONGBOAT XXX XX 00000 PUD 713% 6.250 $5,434.99 180 1-Jan-14 $596,243.90 59.41
7418603 XXXXXXXXX XX 00000 SFD 700% 6.250 $4,835.70 180 1-Jan-14 $534,595.36 78.20
7427308 XXXXX XXXXXX XX 00000 SFD 650% 6.233 $5,313.76 180 1-Feb-14 $607,990.41 55.45
7430535 XXX XXXXX XX 00000 SFD 688% 6.250 $7,830.48 180 1-Mar-14 $878,000.00 60.97
7430786 XXXXXXX XX 00000 PUD 688% 6.250 $3,032.30 180 1-Feb-14 $338,915.62 75.56
7435934 XXXXXXX XXXX XX 00000 PUD 713% 6.250 $2,717.49 180 1-Dec-13 $296,461.83 47.89
7436794 XXXXXXXX XX 00000 SFD 738% 6.250 $3,380.72 180 1-Dec-13 $364,112.89 70.00
7437947 XXXX XX 00000 SFD 700% 6.250 $3,065.00 180 1-Jan-14 $338,216.32 62.00
7438380 XXXXX XX 00000 SFD 675% 6.250 $2,621.54 180 1-Nov-13 $292,397.11 75.00
7440769 XXXXXXX XX 00000 SFD 688% 6.250 $7,892.91 180 1-Jan-14 $878,123.84 52.06
7441026 XXXXXXXXXX XX 00000 SFD 688% 6.250 $2,309.90 180 1-Mar-14 $259,000.00 61.52
7441417 XXXXXXX XX 00000 SFD 638% 6.108 $3,889.13 180 1-Feb-14 $448,501.50 64.29
7450238 XXXXXXXXX XX 00000 SFD 688% 6.250 $5,797.05 180 1-Feb-14 $647,926.91 67.71
7451033 XXXXXXX XX 00000 SFD 675% 6.250 $2,672.43 180 1-Jan-14 $300,047.16 43.14
7451758 XXXXXXXXXXX XX 00000 SFD 725% 6.250 $2,875.52 180 1-Feb-14 $314,027.61 75.00
7453233 XXXXXXXX XX 00000 SFD 663% 6.250 $4,978.22 180 1-Feb-14 $565,152.09 70.00
7454056 XXXXXXXX XXXX XX 00000 SFD 663% 6.250 $2,458.38 180 1-Jan-14 $278,169.87 69.14
7460373 XXXXXX XX 00000 SFD 725% 6.250 $7,160.50 180 1-Feb-14 $781,978.58 60.34
7461047 XXX XXXXX XX 00000 SFD 688% 6.250 $2,327.74 180 1-Feb-14 $260,167.57 50.19
7461052 XXXXXXX XXXX XX 00000 SFD 663% 6.250 $3,835.08 180 1-Jan-14 $433,944.98 70.00
7461857 XXXX XXXXXX XX 00000 SFD 675% 6.250 $2,822.86 180 1-Feb-14 $317,971.52 44.93
7462578 XXXX XXXXXXX XX 00000 SFD 700% 6.250 $3,402.07 180 1-Jan-14 $376,104.73 44.37
7462866 XXXX XXXXX XX 00000 SFD 700% 6.250 $6,354.72 180 1-Feb-14 $704,769.45 67.33
7465872 XXXXXXX XX 00000 SFD 625% 5.983 $3,086.72 180 1-Jan-14 $357,067.64 43.37
7470069 XXX XXXXXXX XX 00000 SFD 713% 6.250 $2,776.37 180 1-Jan-14 $304,581.26 61.30
7471872 XXXXXX XXXXX XX 00000 SFD 700% 6.250 $2,458.30 180 1-Feb-14 $272,637.12 57.58
7474335 XXXXXXXX XX 00000 SFD 700% 6.250 $2,325.72 180 1-Feb-14 $257,933.65 75.00
7475315 XXXXXXXX XXX XX 00000 SFD 638% 6.108 $5,531.20 180 1-Feb-14 $637,868.80 80.00
7483342 XXXXXXXXXXX XX 00000 SFD 700% 6.250 $3,127.92 180 1-Feb-14 $346,902.08 71.75
7487303 XXXXX XX 00000 SFD 675% 6.250 $5,486.44 180 1-Jan-14 $615,990.88 68.89
7488020 XXXXXX XX 00000 SFD 750% 6.250 $3,295.53 180 1-Feb-14 $354,426.35 90.00
7489816 XXXXX XXXXX XX 00000 SFD 675% 6.250 $2,415.80 180 1-Feb-14 $272,119.83 68.25
7490521 XXXX XXXXXX XX 00000 SFD 650% 6.233 $5,662.20 180 1-Mar-14 $650,000.00 55.32
7491634 XXXXXXXXX XX 00000 HCO 688% 6.250 $3,754.71 180 1-Mar-14 $421,000.00 60.14
7493862 XXXXXX XXX XX 00000 SFD 775% 6.250 $2,484.97 180 1-Feb-14 $263,220.03 80.00
7494089 XX XXXXXX XX 00000 PUD 650% 6.233 $3,281.46 180 1-Feb-14 $375,459.00 80.00
7494104 XXX XXXX XX 00000 SFD 650% 6.233 $3,527.98 180 1-Feb-14 $403,665.77 63.28
7500559 XXXXXXX XX 00000 SFD 688% 6.250 $2,303.66 180 1-Feb-14 $257,476.18 48.28
7502487 XXXXXXXXX XX 00000 SFD 675% 6.250 $4,601.53 180 1-Feb-14 $518,323.47 80.00
7504360 XXXXXXXXXX XX 00000 SFD 725% 6.250 $2,448.53 180 1-Feb-14 $267,397.00 70.59
7505283 XXXXXXXXX XX 00000 SFD 738% 6.250 $3,311.72 180 1-Feb-14 $358,900.78 80.00
7506858 XXX XXXXX XX 00000 SFD 688% 6.250 $2,764.75 180 1-Feb-14 $309,011.29 65.96
7507369 XXXXXXXXX XX 00000 SFD 725% 6.250 $8,558.09 180 1-Feb-14 $934,605.97 75.00
7507556 XXXXXXX XXXXXX XX 00000 SFD 725% 6.250 $2,793.36 180 1-Feb-14 $305,055.39 76.50
7508343 XXXXXXXXXX XX 00000 PUD 688% 6.250 $2,675.56 180 1-Feb-14 $299,043.19 53.10
7510797 XXXX XXXXXX XXXX XX 00000 SFD 700% 6.250 $2,930.18 180 1-Feb-14 $324,971.49 78.93
7513251 XXXXXXXX XX 00000 SFD 663% 6.250 $4,258.27 180 1-Feb-14 $483,419.33 68.31
7514155 XXXXXXXX XX 00000 SFD 688% 6.250 $6,688.91 180 1-Feb-14 $747,607.97 42.86
7517431 XXXXX XXXX XX 00000 SFD 700% 6.250 $3,649.60 180 1-Feb-14 $404,758.97 79.85
7518505 XXXXXXX XXXXX XX 00000 SFD 688% 6.250 $8,918.54 180 1-Jan-14 $993,602.98 44.44
7520654 XXXXXX XX 00000 SFD 625% 5.983 $5,744.73 180 1-Feb-14 $667,744.85 60.91
7523599 XXXXXX XXXXXX XX 00000 SFD 713% 6.250 $2,536.33 180 1-Feb-14 $279,126.17 70.00
7526185 XXXXXXXX XX 00000 SFD 675% 6.250 $7,964.19 180 1-Jan-14 $894,180.30 47.37
7526935 XXXXXXXXXXX XX 00000 SFD 650% 6.233 $2,304.86 180 1-Feb-14 $263,718.34 79.94
7527449 XXXXXXXX XXXXXXXX XX 00000 SFD 738% 6.250 $2,870.16 180 1-Feb-14 $311,047.34 80.00
7527571 XXXXXXXXXX XXXXXX XX 00000 LCO 675% 6.250 $3,831.66 180 1-Feb-14 $431,603.97 59.72
7529332 XXXXXXX XX 00000 SFD 675% 6.250 $2,389.26 180 1-Feb-14 $269,129.49 48.91
7529630 XXXXXX XX 00000 SFD 688% 6.250 $3,197.30 180 1-Feb-14 $357,356.61 68.94
7530886 XXXXXXX XX 00000 SFD 750% 6.250 $2,781.04 180 1-Feb-14 $299,093.96 75.00
7532146 XXXX XXXX XX 00000 SFD 675% 6.250 $4,424.55 180 1-Feb-14 $498,387.95 62.50
7534568 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,701.43 180 1-Feb-14 $301,933.93 65.85
7534885 XXXXXXXX XXXXXXXX XX 00000 LCO 713% 6.250 $4,257.41 180 1-Feb-14 $468,533.22 50.00
7535960 XXXXXXXXXX XX 00000 SFD 663% 6.250 $3,283.70 180 1-Mar-14 $374,000.00 57.54
7536210 XXX XXXXXX XX 00000 SFD 625% 5.983 $7,716.81 180 1-Feb-14 $896,970.69 40.45
7537879 XXXXXXXXX XX 00000 SFD 738% 6.250 $2,738.68 180 1-Feb-14 $296,797.98 74.43
7542211 XXXXXXX XXXXX XX 00000 SFD 713% 6.250 $4,565.39 180 1-Feb-14 $502,427.11 70.00
7544536 XXXXXXXXX XX 00000 SFD 688% 6.250 $5,351.13 180 1-Feb-14 $598,086.37 71.86
7547080 XXXXXXXXXXXX XX 00000 PUD 713% 6.250 $9,058.31 180 1-Mar-14 $1,000,000.00 55.56
7549185 XXXXXXXX XX 00000 PUD 700% 6.250 $2,543.68 180 1-Feb-14 $282,107.15 56.60
7551467 XXXXXXX XX 00000 SFD 600% 5.733 $6,328.93 180 1-Feb-14 $747,421.07 57.69
7551529 XXXXXXXX XXXXXXX XX 00000 SFD 675% 6.250 $4,088.28 180 1-Feb-14 $460,510.47 33.00
7553054 XXXXXXX XX 00000 SFD 675% 6.250 $3,340.53 180 1-Feb-14 $376,282.91 72.95
7553696 XXX XXXXX XX 00000 SFD 700% 6.250 $4,098.66 180 1-Feb-14 $454,561.34 57.00
7559877 XXXXXX XXX XXX XX 00000 LCO 650% 6.233 $2,526.21 180 1-Feb-14 $289,044.62 58.00
7560600 XXXXXXXX XXXXXXX XX 00000 SFD 688% 6.250 $2,644.35 180 1-Feb-14 $295,554.35 69.76
7560901 XXXXXX XX 00000 SFD 688% 6.250 $2,495.08 180 1-Feb-14 $278,870.73 51.81
7561570 XXXXXXXX XX 00000 PUD 688% 6.250 $3,522.82 180 1-Feb-14 $393,740.20 65.83
7562417 XXX XXXXXX XX 00000 SFD 675% 6.250 $2,433.50 180 1-Mar-14 $275,000.00 61.11
7564605 XXXXXX XX 00000 PUD 650% 6.233 $2,831.10 180 1-Feb-14 $323,929.32 61.44
7564969 XXXXXXXXX XX 00000 SFD 675% 6.250 $5,751.91 180 1-Mar-14 $650,000.00 50.98
7568688 XXXX XX 00000 SFD 663% 6.250 $4,872.87 180 1-Mar-14 $555,000.00 79.29
7570922 XXXXXX XX 00000 SFD 688% 6.250 $8,294.24 180 1-Mar-14 $930,000.00 52.84
7571580 XXXXXXXXX XX 00000 SFD 688% 6.250 $2,274.23 180 1-Feb-14 $254,186.71 51.00
7573396 XXXXX XX 00000 SFD 688% 6.250 $3,906.32 180 1-Mar-14 $438,000.00 79.96
7573947 XXX XXXXX XX 00000 SFD 688% 6.250 $2,541.78 180 1-Mar-14 $285,000.00 48.31
7574147 XXXXXX XX 00000 SFD 738% 6.250 $3,219.73 180 1-Mar-14 $350,000.00 69.44
7574992 XXXX XXXXXXXXXX XX 00000 SFD 663% 6.250 $3,419.79 180 1-Feb-14 $388,230.57 64.92
7575187 XXXXX XX 00000 SFD 675% 6.250 $2,657.38 180 1-Feb-14 $299,331.81 76.22
7577180 XXX XXXX XXXX XX 00000 SFD 700% 6.250 $4,494.14 180 1-Feb-14 $498,422.53 64.10
7580461 XXXXXX XXXXXX XX 00000 PUD 700% 6.250 $3,226.79 180 1-Feb-14 $357,867.38 46.62
7580896 XXXXXXXXXX XX 00000 SFD 675% 6.250 $3,539.64 180 1-Mar-14 $400,000.00 74.07
7580918 XXXXXXXXXX XX 00000 SFD 625% 5.983 $4,287.11 180 1-Mar-14 $500,000.00 41.67
7589880 XXXXXXX XX 00000 SFD 688% 6.250 $2,746.91 180 1-Feb-14 $307,017.67 73.68
7592580 XXXXX XX 00000 SFD 675% 6.250 $2,690.12 180 1-Mar-14 $304,000.00 80.00
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
----- --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
-------- --------- ---------- -------- ----------- ----------- -----------
4810171 GD 4YR 0.250 0.017 0.000
4819369 0.250 0.017 0.108
4826305 0.250 0.017 0.858
4830778 0.250 0.017 1.108
4846806 0.250 0.017 0.358
4850153 0.250 0.017 0.608
4871425 0.250 0.017 0.608
4877690 0.250 0.017 0.233
4878431 0.250 0.017 0.608
4879346 0.250 0.017 0.358
4882238 0.250 0.017 0.233
4883776 0.250 0.017 0.358
4886137 10 0.250 0.017 0.608
4890096 0.250 0.017 0.233
4890748 0.250 0.017 0.358
4892809 0.250 0.017 0.483
4893262 0.250 0.017 0.000
4893880 0.250 0.017 0.608
4897610 0.250 0.017 0.483
4897667 0.250 0.017 1.233
4897921 0.250 0.017 0.358
4901390 0.250 0.017 0.000
4903260 0.250 0.017 0.233
4907490 0.250 0.017 0.233
4907599 0.250 0.017 0.233
4909301 0.250 0.017 0.233
4909373 0.250 0.017 0.358
4909922 0.250 0.017 0.483
4911084 0.250 0.017 0.000
4912677 0.250 0.017 0.483
4913702 0.250 0.017 0.000
4913914 0.250 0.017 0.233
4915523 0.250 0.017 0.108
4916110 0.250 0.017 0.000
4916642 0.250 0.017 0.108
4917389 0.250 0.017 0.000
4917793 0.250 0.017 0.000
4919831 0.250 0.017 0.233
4920059 0.250 0.017 0.733
4921163 0.250 0.017 0.608
4921601 0.250 0.017 0.233
4924423 0.250 0.017 0.358
4926240 0.250 0.017 0.733
4926525 0.250 0.017 0.483
4927915 0.250 0.017 0.000
4928505 0.250 0.017 0.483
4928880 0.250 0.017 0.983
4928932 0.250 0.017 0.483
4929209 0.250 0.017 0.483
4929751 0.250 0.017 0.358
4930104 0.250 0.017 0.358
4930314 0.250 0.017 0.483
4930342 0.250 0.017 0.233
4930699 0.250 0.017 0.233
4931284 0.250 0.017 0.483
4931575 0.250 0.017 0.358
4932051 0.250 0.017 0.000
4932140 0.250 0.017 0.608
4933284 0.250 0.017 0.000
4933478 0.250 0.017 0.358
4933732 0.250 0.017 0.108
4933954 0.250 0.017 0.483
4935905 0.250 0.017 0.358
4936136 6 0.250 0.017 0.108
4936436 0.250 0.017 0.233
4936651 0.250 0.017 0.000
4936763 0.250 0.017 0.608
4936899 0.250 0.017 0.000
4937495 0.250 0.017 0.483
4938027 0.250 0.017 0.608
4938218 0.250 0.017 0.000
4938326 0.250 0.017 0.733
4938390 0.250 0.017 0.108
4938842 0.250 0.017 0.233
4938979 13 0.250 0.017 0.483
4939025 0.250 0.017 0.483
4939324 0.250 0.017 0.233
4939388 0.250 0.017 0.483
4939518 0.250 0.017 0.108
4939625 0.250 0.017 0.358
4939721 0.250 0.017 0.608
4939756 0.250 0.017 0.108
4939759 0.250 0.017 0.233
4939767 0.250 0.017 0.108
4939865 0.250 0.017 0.108
4940216 0.250 0.017 0.233
4940363 0.250 0.017 0.000
4940528 0.250 0.017 0.483
4940785 0.250 0.017 0.108
4940861 0.250 0.017 0.108
4940889 0.250 0.017 0.233
4941199 0.250 0.017 0.000
4942495 0.250 0.017 0.358
4942978 0.250 0.017 0.108
4943587 0.250 0.017 0.000
4943691 0.250 0.017 0.733
4943857 0.250 0.017 0.000
4944402 0.250 0.017 0.000
4944418 0.250 0.017 0.000
4944517 0.250 0.017 0.233
4945497 0.250 0.017 0.358
4946009 0.250 0.017 0.108
4946142 0.250 0.017 0.608
4946199 0.250 0.017 0.233
4946514 0.250 0.017 0.233
4946978 0.250 0.017 0.983
4946980 0.250 0.017 0.983
4946984 0.250 0.017 0.483
4947000 0.250 0.017 0.358
4947015 0.250 0.017 0.000
4947138 0.250 0.017 0.983
4947366 13 0.250 0.017 0.733
4947376 0.250 0.017 0.608
4947657 0.250 0.017 0.483
4947696 0.250 0.017 0.108
4947768 0.250 0.017 0.000
4948007 0.250 0.017 0.108
4948116 0.250 0.017 0.000
4948162 0.250 0.017 0.000
4948269 0.250 0.017 0.983
4948279 0.250 0.017 0.483
4948471 0.250 0.017 0.983
4948608 0.250 0.017 0.358
4948736 0.250 0.017 0.233
4949173 0.250 0.017 0.858
4949225 0.250 0.017 0.233
4949230 0.250 0.017 0.483
4949713 0.250 0.017 0.358
4949790 0.250 0.017 0.483
4950795 0.250 0.017 0.000
4950857 0.250 0.017 1.108
4951353 0.250 0.017 0.358
4951362 0.250 0.017 0.483
4951484 0.250 0.017 0.733
4951619 0.250 0.017 0.608
4951840 0.250 0.017 0.483
4951991 0.250 0.017 0.108
4952004 0.250 0.017 0.233
4952059 0.250 0.017 0.858
4952068 0.250 0.017 0.483
4952076 0.250 0.017 0.483
4952092 0.250 0.017 0.733
4952292 0.250 0.017 0.733
4953047 0.250 0.017 0.108
4953100 0.250 0.017 0.358
4953265 0.250 0.017 0.233
4953416 0.250 0.017 0.608
4953476 0.250 0.017 0.608
4953492 0.250 0.017 0.233
4953798 0.250 0.017 0.000
4954051 0.250 0.017 0.733
4954168 0.250 0.017 0.000
4954440 0.250 0.017 0.483
4954733 0.250 0.017 0.233
4954795 0.250 0.017 0.483
4954813 0.250 0.017 0.000
4954832 24 0.250 0.017 0.483
4954861 0.250 0.017 0.483
4954944 0.250 0.017 0.108
4955135 0.250 0.017 0.483
4955136 0.250 0.017 0.358
4955151 0.250 0.017 0.108
4955154 0.250 0.017 0.733
4955181 0.250 0.017 0.358
4955244 0.250 0.017 0.358
4955254 0.250 0.017 0.358
4955833 0.250 0.017 0.483
4955838 0.250 0.017 0.483
4956020 0.250 0.017 0.358
4956136 0.250 0.017 0.358
4956255 0.250 0.017 0.608
4956351 0.250 0.017 0.000
4956398 0.250 0.017 0.000
4956410 0.250 0.017 0.483
4956414 0.250 0.017 0.483
4956464 0.250 0.017 0.608
4956687 0.250 0.017 0.483
4957053 0.250 0.017 0.608
4957141 0.250 0.017 0.233
4957142 0.250 0.017 0.358
4957246 0.250 0.017 0.358
4957328 0.250 0.017 0.483
4957334 0.250 0.017 0.108
4957389 0.250 0.017 0.358
4957401 0.250 0.017 0.233
4957455 0.250 0.017 0.000
4957478 0.250 0.017 0.483
4957618 0.250 0.017 0.233
4957630 0.250 0.017 0.358
4957649 0.250 0.017 0.483
4957666 0.250 0.017 0.233
4957687 0.250 0.017 0.233
4957716 0.250 0.017 0.000
4957750 0.250 0.017 0.000
4957759 0.250 0.017 0.233
4957787 0.250 0.017 0.233
4957789 0.250 0.017 0.233
4957790 0.250 0.017 0.233
4957802 0.250 0.017 0.233
4957857 0.250 0.017 0.108
4957876 0.250 0.017 0.358
4957920 0.250 0.017 0.233
4957972 0.250 0.017 0.233
4957983 0.250 0.017 0.000
4957991 0.250 0.017 0.233
4958031 0.250 0.017 0.233
4958036 0.250 0.017 0.483
4958058 0.250 0.017 0.483
4958071 0.250 0.017 0.233
4958076 0.250 0.017 0.358
4958083 0.250 0.017 0.608
4958098 0.250 0.017 0.233
4958130 0.250 0.017 0.000
4958132 0.250 0.017 0.358
4958199 0.250 0.017 0.483
4958251 0.250 0.017 0.358
4958257 0.250 0.017 0.000
4958258 0.250 0.017 0.608
4958304 0.250 0.017 0.233
4958356 0.250 0.017 0.108
4958376 0.250 0.017 0.233
4958394 0.250 0.017 0.483
4958400 0.250 0.017 0.108
4958429 0.250 0.017 0.608
4958479 0.250 0.017 0.358
4958497 0.250 0.017 0.483
4958502 0.250 0.017 0.233
4958570 0.250 0.017 0.483
4958605 0.250 0.017 0.358
4958612 0.250 0.017 0.608
4958652 0.250 0.017 0.358
4958654 0.250 0.017 0.358
4958694 0.250 0.017 0.483
4958762 0.250 0.017 0.358
4958768 0.250 0.017 0.483
4958802 0.250 0.017 0.108
4958848 0.250 0.017 0.733
4958862 0.250 0.017 0.108
4958864 0.250 0.017 0.233
4958878 0.250 0.017 0.483
4958908 0.250 0.017 0.233
4958980 0.250 0.017 0.358
4959020 0.250 0.017 0.108
4959022 0.250 0.017 0.233
4959077 0.250 0.017 0.733
4959081 0.250 0.017 0.233
4959106 0.250 0.017 0.608
4959172 0.250 0.017 0.733
4959175 0.250 0.017 0.000
4959222 0.250 0.017 0.233
4959290 0.250 0.017 0.233
4959314 0.250 0.017 0.233
4959327 0.250 0.017 0.483
4959366 0.250 0.017 0.483
4959403 0.250 0.017 0.358
4959542 24 0.250 0.017 0.000
4959610 11 0.250 0.017 0.000
4959841 0.250 0.017 0.233
4959875 0.250 0.017 0.483
4959915 0.250 0.017 0.233
4959930 0.250 0.017 0.733
4959955 0.250 0.017 0.233
4959982 0.250 0.017 0.733
4959988 0.250 0.017 0.608
4960024 0.250 0.017 0.483
4960166 0.250 0.017 0.483
4960252 0.250 0.017 0.483
4960302 0.250 0.017 0.233
4960356 0.250 0.017 0.000
4960531 0.250 0.017 0.483
4960560 0.250 0.017 0.608
4960586 0.250 0.017 0.358
4960587 0.250 0.017 0.358
4960611 0.250 0.017 0.233
4960737 0.250 0.017 0.483
4960741 0.250 0.017 0.000
4960954 0.250 0.017 0.233
4960960 0.250 0.017 0.358
4961046 0.250 0.017 0.358
4961069 0.250 0.017 0.358
4961451 0.250 0.017 0.233
4961518 0.250 0.017 0.000
4961520 0.250 0.017 0.483
4961523 0.250 0.017 0.358
4961579 0.250 0.017 0.233
4961745 0.250 0.017 0.108
4962156 0.250 0.017 0.000
4962158 0.250 0.017 0.000
4962214 0.250 0.017 0.483
4962344 0.250 0.017 0.358
4962394 0.250 0.017 0.108
4962516 0.250 0.017 0.358
4962732 0.250 0.017 0.358
4962867 0.250 0.017 0.108
4962985 0.250 0.017 0.358
4963124 0.250 0.017 0.000
4963140 0.250 0.017 0.000
4963143 0.250 0.017 0.358
4963159 0.250 0.017 0.483
4963172 0.250 0.017 0.108
4963300 0.250 0.017 0.608
4963606 0.250 0.017 0.233
4963624 0.250 0.017 0.108
4963646 0.250 0.017 0.108
4963679 0.250 0.017 0.358
4963769 0.250 0.017 0.483
4963842 0.250 0.017 0.108
4963845 0.250 0.017 0.483
4963856 0.250 0.017 0.108
4963870 0.250 0.017 0.483
4963964 0.250 0.017 0.483
4964022 0.250 0.017 0.108
4964025 0.250 0.017 0.483
4964511 0.250 0.017 0.358
4964535 0.250 0.017 0.000
4964585 0.250 0.017 0.000
4964688 0.250 0.017 0.733
4964733 0.250 0.017 0.000
4964767 0.250 0.017 0.358
4964858 0.250 0.017 0.358
4964966 0.250 0.017 0.358
4965096 0.250 0.017 0.733
4965177 0.250 0.017 0.000
4965229 0.250 0.017 0.000
4965247 0.250 0.017 0.358
4965384 0.250 0.017 0.000
4965410 0.250 0.017 0.233
4965519 0.250 0.017 0.608
4965542 0.250 0.017 0.108
4965659 0.250 0.017 0.108
4965717 0.250 0.017 0.858
4965735 0.250 0.017 0.483
4965770 0.250 0.017 0.233
4965785 0.250 0.017 0.858
4965947 0.250 0.017 0.358
4966306 0.250 0.017 0.358
4966406 0.250 0.017 0.000
4966710 0.250 0.017 0.233
4966737 0.250 0.017 0.000
4966932 0.250 0.017 0.000
4966962 0.250 0.017 0.608
4967062 0.250 0.017 0.108
4967258 0.250 0.017 0.483
4967306 0.250 0.017 0.233
4967390 0.250 0.017 0.000
4967532 0.250 0.017 0.358
4967683 0.250 0.017 0.000
4967687 0.250 0.017 0.608
4967845 0.250 0.017 0.000
4967853 0.250 0.017 0.358
4967996 0.250 0.017 0.233
4968131 0.250 0.017 0.358
4968184 0.250 0.017 0.358
4968230 0.250 0.017 0.233
4968311 0.250 0.017 0.358
4968332 0.250 0.017 0.000
4968483 0.250 0.017 0.358
4968550 0.250 0.017 0.000
4968610 0.250 0.017 0.608
4968642 0.250 0.017 0.000
4968668 0.250 0.017 0.358
4969004 0.250 0.017 0.358
4969063 0.250 0.017 0.608
4969159 0.250 0.017 0.108
4969320 0.250 0.017 0.000
4969380 0.250 0.017 0.358
4969446 0.250 0.017 0.233
4969476 0.250 0.017 0.358
4969646 0.250 0.017 0.000
4969771 0.250 0.017 0.483
4970015 0.250 0.017 0.000
4970232 0.250 0.017 0.108
4970318 0.250 0.017 0.483
4970428 0.250 0.017 0.358
4970686 0.250 0.017 0.358
4970717 0.250 0.017 0.000
4970883 0.250 0.017 0.233
4971472 0.250 0.017 0.483
4971876 0.250 0.017 0.358
4972005 0.250 0.017 0.000
4972538 0.250 0.017 0.000
4972590 0.250 0.017 0.358
4972639 0.250 0.017 0.233
4972830 0.250 0.017 0.733
4972837 0.250 0.017 0.358
4972860 0.250 0.017 0.000
4972862 0.250 0.017 0.358
4972898 0.250 0.017 0.108
4973032 0.250 0.017 0.483
4973168 0.250 0.017 0.608
4973698 0.250 0.017 0.483
4973759 0.250 0.017 0.483
4974021 0.250 0.017 0.000
4974329 0.250 0.017 0.983
4974445 0.250 0.017 0.233
4974639 0.250 0.017 0.233
4974646 0.250 0.017 0.358
4974651 0.250 0.017 0.000
4974657 0.250 0.017 0.108
4974658 0.250 0.017 0.000
4974665 0.250 0.017 0.608
4974666 0.250 0.017 0.733
4974670 0.250 0.017 0.733
4974672 0.250 0.017 0.233
4974680 6 0.250 0.017 0.608
4974686 0.250 0.017 0.108
4974698 0.250 0.017 0.108
4974750 0.250 0.017 0.000
4974869 0.250 0.017 0.000
4974940 0.250 0.017 0.000
4974955 0.250 0.017 0.358
4974968 0.250 0.017 0.608
4974996 0.250 0.017 0.108
4975022 0.250 0.017 0.483
4975166 0.250 0.017 0.483
4975177 0.250 0.017 0.000
4975190 0.250 0.017 0.358
4975192 0.250 0.017 0.000
4975203 0.250 0.017 0.000
4975213 0.250 0.017 0.108
4975214 0.250 0.017 0.483
4975222 0.250 0.017 0.733
4975232 6 0.250 0.017 0.858
4975237 0.250 0.017 0.000
4975261 0.250 0.017 0.108
4975283 0.250 0.017 0.000
4975296 0.250 0.017 0.233
4975505 0.250 0.017 0.858
4975648 0.250 0.017 0.108
4976115 0.250 0.017 0.483
4976161 0.250 0.017 0.233
4976166 0.250 0.017 0.000
4976178 0.250 0.017 0.000
4976275 0.250 0.017 0.483
4976770 0.250 0.017 0.108
4976817 0.250 0.017 0.233
4976943 0.250 0.017 0.000
4977260 0.250 0.017 0.733
4977307 0.250 0.017 0.108
4977662 0.250 0.017 0.483
4977695 0.250 0.017 0.233
4977742 0.250 0.017 0.233
4977819 0.250 0.017 0.108
4977864 0.250 0.017 0.358
4979239 0.250 0.017 0.233
4979528 11 0.250 0.017 0.000
4979569 0.250 0.017 0.108
4979590 0.250 0.017 0.000
4979609 0.250 0.017 0.733
4979614 0.250 0.017 0.483
4979622 0.250 0.017 0.358
4980229 0.250 0.017 0.233
4980369 0.250 0.017 0.358
4980390 0.250 0.017 0.233
4980497 0.250 0.017 0.233
4982653 0.250 0.017 0.233
4983560 0.250 0.017 0.108
4983635 0.250 0.017 0.483
4983640 0.250 0.017 0.733
4984364 0.250 0.017 0.233
4985992 0.250 0.017 0.108
6565451 0.250 0.017 0.233
6585730 0.250 0.017 0.358
6600744 0.250 0.017 0.000
6604112 0.250 0.017 0.358
6644329 0.250 0.017 0.483
6662471 0.250 0.017 0.000
6869352 0.250 0.017 0.358
6879335 0.250 0.017 0.233
6879494 0.250 0.017 0.233
6886135 0.250 0.017 0.483
7017119 0.250 0.017 0.358
7046697 0.250 0.017 0.233
7085479 0.250 0.017 0.358
7116816 0.250 0.017 0.483
7123003 0.250 0.017 0.733
7126590 0.250 0.017 0.358
7129859 0.250 0.017 0.358
7136426 1 0.250 0.017 0.483
7152558 17 0.250 0.017 1.108
7153125 0.250 0.017 0.233
7210608 0.250 0.017 0.858
7220950 0.250 0.017 0.483
7231776 0.250 0.017 0.233
7288144 0.250 0.017 0.233
7292656 0.250 0.017 0.000
7293057 0.250 0.017 0.358
7295573 0.250 0.017 0.108
7300445 0.250 0.017 0.733
7315943 0.250 0.017 0.358
7317934 12 0.250 0.017 0.733
7320618 0.250 0.017 0.733
7322298 0.250 0.017 0.358
7325015 0.250 0.017 0.358
7328437 0.250 0.017 0.733
7337488 0.250 0.017 0.483
7355587 0.250 0.017 0.108
7355914 0.250 0.017 0.483
7357132 0.250 0.017 0.000
7365336 0.250 0.017 0.108
7372573 0.250 0.017 0.000
7374799 0.250 0.017 0.233
7374823 0.250 0.017 0.608
7377844 0.250 0.017 0.608
7383111 0.250 0.017 0.358
7385778 0.250 0.017 0.608
7388323 0.250 0.017 0.983
7392649 0.250 0.017 0.233
7392895 0.250 0.017 0.358
7397497 0.250 0.017 0.233
7398757 0.250 0.017 0.608
7403570 0.250 0.017 0.358
7403607 0.250 0.017 0.358
7416529 0.250 0.017 0.358
7418139 0.250 0.017 0.608
7418603 0.250 0.017 0.483
7427308 0.250 0.017 0.000
7430535 0.250 0.017 0.358
7430786 0.250 0.017 0.358
7435934 0.250 0.017 0.608
7436794 0.250 0.017 0.858
7437947 0.250 0.017 0.483
7438380 0.250 0.017 0.233
7440769 0.250 0.017 0.358
7441026 0.250 0.017 0.358
7441417 0.250 0.017 0.000
7450238 0.250 0.017 0.358
7451033 0.250 0.017 0.233
7451758 0.250 0.017 0.733
7453233 0.250 0.017 0.108
7454056 0.250 0.017 0.108
7460373 0.250 0.017 0.733
7461047 0.250 0.017 0.358
7461052 0.250 0.017 0.108
7461857 0.250 0.017 0.233
7462578 0.250 0.017 0.483
7462866 0.250 0.017 0.483
7465872 0.250 0.017 0.000
7470069 0.250 0.017 0.608
7471872 0.250 0.017 0.483
7474335 0.250 0.017 0.483
7475315 0.250 0.017 0.000
7483342 0.250 0.017 0.483
7487303 0.250 0.017 0.233
7488020 24 0.250 0.017 0.983
7489816 0.250 0.017 0.233
7490521 0.250 0.017 0.000
7491634 0.250 0.017 0.358
7493862 0.250 0.017 1.233
7494089 0.250 0.017 0.000
7494104 0.250 0.017 0.000
7500559 0.250 0.017 0.358
7502487 0.250 0.017 0.233
7504360 0.250 0.017 0.733
7505283 0.250 0.017 0.858
7506858 0.250 0.017 0.358
7507369 0.250 0.017 0.733
7507556 0.250 0.017 0.733
7508343 0.250 0.017 0.358
7510797 0.250 0.017 0.483
7513251 0.250 0.017 0.108
7514155 0.250 0.017 0.358
7517431 0.250 0.017 0.483
7518505 0.250 0.017 0.358
7520654 0.250 0.017 0.000
7523599 0.250 0.017 0.608
7526185 0.250 0.017 0.233
7526935 0.250 0.017 0.000
7527449 0.250 0.017 0.858
7527571 0.250 0.017 0.233
7529332 0.250 0.017 0.233
7529630 0.250 0.017 0.358
7530886 0.250 0.017 0.983
7532146 0.250 0.017 0.233
7534568 0.250 0.017 0.358
7534885 0.250 0.017 0.608
7535960 0.250 0.017 0.108
7536210 0.250 0.017 0.000
7537879 0.250 0.017 0.858
7542211 0.250 0.017 0.608
7544536 0.250 0.017 0.358
7547080 0.250 0.017 0.608
7549185 0.250 0.017 0.483
7551467 0.250 0.017 0.000
7551529 0.250 0.017 0.233
7553054 0.250 0.017 0.233
7553696 0.250 0.017 0.483
7559877 0.250 0.017 0.000
7560600 0.250 0.017 0.358
7560901 0.250 0.017 0.358
7561570 0.250 0.017 0.358
7562417 0.250 0.017 0.233
7564605 0.250 0.017 0.000
7564969 0.250 0.017 0.233
7568688 0.250 0.017 0.108
7570922 0.250 0.017 0.358
7571580 0.250 0.017 0.358
7573396 0.250 0.017 0.358
7573947 0.250 0.017 0.358
7574147 0.250 0.017 0.858
7574992 0.250 0.017 0.108
7575187 0.250 0.017 0.233
7577180 0.250 0.017 0.483
7580461 0.250 0.017 0.483
7580896 0.250 0.017 0.233
7580918 0.250 0.017 0.000
7589880 0.250 0.017 0.358
7592580 0.250 0.017 0.233
COUNT: 608
WAC: 6.8
WAM: 179
WALTV: 62
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1999-10 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON 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
-------- ------------------------ ------ ----- -------- -------- -------- --------- -------- --------- ----------- -----
4771449 XXXXXXXXX XX 00000 SFD 700% 6.250 $5,738.12 180 1-Mar-13 $613,439.85 70.00
4783331 XXXXXX XXXXXXX XX 00000 HCO 725% 6.250 $4,564.31 180 1-Apr-13 $482,190.29 60.24
4786387 XXXXX XX 00000 SFD 775% 6.250 $2,541.44 180 1-Aug-12 $253,929.85 100.00
4786831 XXXXXX XX 00000 MF2 713% 6.250 $1,313.46 180 1-Apr-13 $139,871.81 100.00
4796988 XXXXX XXXXX XXXXX XX 00000 SFD 713% 6.250 $801.80 180 1-Mar-13 $66,225.42 13.51
0000000 XXXX XX XXXXX XX 00000 SFD 725% 6.250 $5,933.61 180 1-May-13 $629,380.32 73.45
0000000 XX XXXXXXX XX 00000 SFD 700% 6.250 $2,882.99 180 1-Feb-14 $319,738.05 50.12
4900653 XXXXXX XX 00000 SFD 700% 6.250 $2,426.84 180 1-Sep-13 $264,813.84 70.13
4929904 XXXXXXX XX 00000 PUD 700% 6.250 $1,943.27 180 1-Oct-13 $212,749.47 84.78
4930150 XXXXX XX 00000 SFD 700% 6.250 $5,392.97 180 1-Oct-13 $590,424.08 49.06
4930436 XXXXXX XX 00000 SFD 713% 6.250 $1,068.87 180 1-Oct-13 $116,084.77 100.00
4930581 XXXXX XXXXXXXXXX XX 00000 LCO 688% 6.250 $517.27 180 1-Sep-13 $56,874.11 100.00
4930619 XXXXXXX XX 00000 PUD 700% 6.250 $1,114.55 180 1-Oct-13 $120,196.40 31.39
4930630 XXXX XXXXX XX 00000 PUD 713% 6.250 $1,811.66 180 1-Oct-13 $196,841.92 63.49
4930679 XXX XXXXXXX XX 00000 MF2 700% 6.250 $1,438.12 180 1-Oct-13 $157,446.45 90.91
4931046 XXXXXXX XX 00000 SFD 700% 6.250 $2,112.24 180 1-Oct-13 $231,249.46 100.00
4933278 XXXXXX XXXXXX XX 00000 SFD 638% 6.108 $2,696.47 180 1-Jan-14 $309,916.54 40.26
4936933 XXXXXXXXXXXX XX 00000 SFD 700% 6.250 $2,229.10 180 1-Feb-14 $247,217.57 80.00
4938399 XXXXX XX 00000 SFD 675% 6.250 $3,185.67 180 1-Feb-14 $358,839.33 38.92
4942297 XXXXXXXXXXX XX 00000 SFD 700% 6.250 $3,640.26 180 1-Feb-14 $403,722.24 32.40
4942436 XXXXXXXX XX 00000 SFD 638% 6.108 $2,688.69 180 1-Jan-14 $309,022.56 72.69
4946635 XXXXXX XX 00000 SFD 688% 6.250 $2,352.34 180 1-Jan-14 $262,070.72 78.73
4947069 XXXXXXXXXX XX 00000 SFD 688% 6.250 $8,472.62 180 1-Oct-13 $933,821.30 63.33
4947278 XXXXXX XX 00000 SFD 675% 6.250 $4,353.76 180 1-Nov-13 $485,601.22 80.00
4947284 XXXXXXX XXXXX XX 00000 SFD 700% 6.250 $2,966.14 180 1-Nov-13 $325,798.86 64.71
4947302 XXXXXXXXX XX 00000 SFD 675% 6.250 $2,654.73 180 1-Nov-13 $296,098.32 67.72
4947307 XXX XXXXXXX XX 00000 SFD 688% 6.250 $2,764.75 180 1-Dec-13 $307,016.85 69.66
4947353 XXXXXX XXXXXX XXXXXX XX 00000 SFD 688% 6.250 $3,103.66 180 1-Nov-13 $343,522.10 44.62
4947375 XXXXXXXXXX XX 00000 PUD 700% 6.250 $5,841.94 180 1-Oct-13 $639,576.90 75.58
4947394 XXXXX XX 00000 SFD 675% 6.250 $2,810.04 180 1-Nov-13 $313,420.03 77.45
4947449 XXX XXXXX XX 00000 SFD 700% 6.250 $4,026.76 180 1-Nov-13 $440,199.56 80.00
4947455 XXXXXXXX XX 00000 SFD 750% 6.250 $6,850.62 180 1-Oct-13 $727,674.91 59.12
4953201 XXXXXX XX 00000 SFD 675% 6.250 $7,079.28 180 1-Sep-13 $784,305.05 64.00
4953241 XXXXXX XX 00000 SFD 663% 6.250 $3,511.98 180 1-Nov-13 $394,563.55 72.73
4953685 XXXXX XXXXX XX 00000 SFD 688% 6.250 $8,918.54 180 1-Nov-13 $986,795.49 49.79
4954060 XXXXXX XX 00000 SFD 688% 6.250 $3,694.89 120 1-Nov-08 $312,489.52 34.59
4954080 XXXXXXXX XX 00000 SFD 675% 6.250 $2,398.11 180 1-Nov-13 $267,475.47 75.70
4954104 XXXX XXXXX XX 00000 SFD 700% 6.250 $2,921.20 180 1-Sep-13 $318,757.38 57.52
4954113 XXXXXXXX XXXX XX 00000 SFD 700% 6.250 $2,741.43 180 1-Nov-13 $299,105.47 69.32
4954118 XXX XXXXXX XX 00000 SFD 688% 6.250 $3,834.98 180 1-Dec-13 $425,862.06 53.75
4954125 TOWN AND COUNTRY MO 63131 SFD 688% 6.250 $8,294.25 180 1-Sep-13 $911,946.40 66.43
4959537 XXXXXXXX XX 00000 HCO 725% 6.250 $3,571.12 180 1-Dec-13 $387,555.20 80.00
0000000 XXXXXXX XXXX XX 00000 SFD 663% 6.250 $4,381.19 180 1-Dec-13 $494,094.14 80.00
4959544 XXXXXXXX XX 00000 SFD 675% 6.250 $5,751.91 180 1-Dec-13 $643,677.59 48.15
4959553 XXXXXXX XX 00000 SFD 663% 6.250 $4,389.97 180 1-Dec-13 $495,084.30 59.52
4959555 XXXX XXXX XXXX XX 00000 SFD 663% 6.250 $2,699.83 180 1-Dec-13 $304,476.85 75.00
4959558 XXXXXX XXXXXX XX 00000 SFD 713% 6.250 $543.50 180 1-Dec-13 $59,434.91 67.42
4959560 XXXXXX XXXXX XXXXXX XX 00000 SFD 700% 6.250 $2,696.48 180 1-Dec-13 $297,143.97 34.29
4959566 XXXXXXXXXX XX 00000 SFD 700% 6.250 $1,213.42 180 1-Dec-13 $133,056.73 22.50
4959570 XXX XXXXX XX 00000 SFD 663% 6.250 $4,126.57 180 1-Dec-13 $465,131.65 65.28
4959576 XXXXXXXXXX XX 00000 SFD 700% 6.250 $2,426.84 180 1-Dec-13 $267,429.54 59.34
4959582 XXXXXXXXX XX 00000 SFD 663% 6.250 $2,546.18 180 1-Dec-13 $287,148.90 53.70
4959588 XXXXXXX XX 00000 SFD 675% 6.250 $2,229.97 180 1-Dec-13 $249,548.85 66.32
4959596 XXXXXXXXXXX XX 00000 SFD 663% 6.250 $2,326.68 180 1-Dec-13 $262,394.69 67.95
4959600 XXXXXXX XX 00000 SFD 663% 6.250 $3,204.68 180 1-Dec-13 $361,411.35 79.35
4959606 XXXXXXXX XXXXX XX 00000 SFD 688% 6.250 $2,265.31 180 1-Dec-13 $251,555.75 74.93
4959609 XXXXXXX XX 00000 SFD 713% 6.250 $4,982.07 180 1-Dec-13 $544,820.03 62.21
4959613 XX XXXXX XX 00000 SFD 688% 6.250 $8,909.62 180 1-Dec-13 $989,386.58 57.09
4959616 XXXXX XX 00000 SFD 688% 6.250 $2,006.67 180 1-Nov-13 $222,104.81 60.00
4959620 LA CANADA XXXXXXXXXX XX 00000 SFD 713% 6.250 $3,896.89 180 1-Dec-13 $425,940.25 57.36
4959622 XXX XXXXXXX XX 00000 SFD 688% 6.250 $8,249.65 180 1-Nov-13 $911,337.14 68.52
4959630 XXXXXXX XX 00000 SFD 688% 6.250 $4,102.53 180 1-Dec-13 $455,573.40 63.45
4959635 XXXXX XXXXXX XX 00000 SFD 650% 6.233 $2,874.65 180 1-Dec-13 $324,651.36 53.23
4959644 XXXXXXX XXXXX XX 00000 SFD 775% 6.250 $8,142.04 180 1-Apr-13 $835,963.02 34.60
4959649 XXXXXXX XXXX XX 00000 SFD 688% 6.250 $1,407.35 180 1-Nov-13 $155,769.48 45.09
4959651 XXX XXXXXXX XX 00000 SFD 700% 6.250 $3,595.31 180 1-Nov-13 $394,907.75 36.36
4959745 XXXXXX XXXXX XX XX 00000 SFD 700% 6.250 $5,968.22 180 1-Dec-13 $657,678.60 72.57
4959751 XXXXXXXX XX 00000 SFD 700% 6.250 $3,091.97 180 1-Nov-13 $339,620.66 68.80
4959858 XXXXXXXX XX 00000 SFD 663% 6.250 $3,784.15 180 1-Dec-13 $426,762.68 71.83
4959866 XXXXXXX XX 00000 SFD 738% 6.250 $3,311.72 180 1-Nov-13 $355,562.42 50.70
4959873 XXXXXXXX XX 00000 SFD 700% 6.250 $2,197.64 180 1-Nov-13 $241,387.33 60.37
4959874 XXXXXXXX XX 00000 SFD 688% 6.250 $1,159.41 180 1-Nov-13 $128,327.22 53.06
4959881 XXX XXXX XX 00000 SFD 700% 6.250 $2,993.10 180 1-Oct-13 $327,685.36 69.38
4959889 XXX XXXXX XXXXX XX 00000 SFD 688% 6.250 $4,182.80 180 1-Nov-13 $462,965.10 39.08
4959901 XXX XXXX XX 00000 SFD 675% 6.250 $2,566.24 180 1-Nov-13 $286,228.36 55.77
4959905 XXXXXXXX XX 00000 SFD 688% 6.250 $3,973.21 180 1-Oct-13 $438,313.79 54.13
4959913 XXXXXXXX XX 00000 SFD 675% 6.250 $5,594.40 180 1-Nov-13 $623,977.86 63.22
4959916 XXXXX XX 00000 LCO 713% 6.250 $6,825.76 180 1-Oct-13 $741,637.34 68.50
4959925 XXXX XXXXXX XX 00000 SFD 713% 6.250 $6,087.19 180 1-Dec-13 $665,303.60 56.00
4959936 XXXX XXXX XX 00000 SFD 675% 6.250 $3,539.64 180 1-Dec-13 $396,109.28 72.73
4959940 XXXXXXXXX XX 00000 SFD 675% 6.250 $3,344.96 180 1-Dec-13 $374,323.26 73.40
4959947 XXXXXXXX XX 00000 SFD 650% 6.233 $2,299.72 180 1-Nov-13 $260,492.75 49.81
4959950 XXXXXXX XX 00000 SFD 700% 6.250 $1,743.73 180 1-May-13 $180,550.93 76.98
4959954 XXXXXXXX XX 00000 SFD 713% 6.250 $6,786.94 180 1-Sep-13 $735,010.48 75.00
4959956 XXXXX XX 00000 SFD 700% 6.250 $2,595.82 180 1-Nov-13 $284,718.69 79.12
4959970 XXXXXXXXXX XX 00000 SFD 650% 6.233 $2,613.32 180 1-Nov-13 $296,014.48 60.00
4959977 XXXXXXXX XX 00000 SFD 650% 6.233 $2,574.12 180 1-Dec-13 $292,563.67 56.83
4960015 XXX XXXXX XX 00000 SFD 675% 6.250 $2,676.86 180 1-Nov-13 $298,565.81 33.61
4960235 XXXXXXXX XXXXXX XX 00000 SFD 688% 6.250 $5,618.68 180 1-Dec-13 $623,937.49 34.05
4960915 XXXXXXX XX 00000 SFD 675% 6.250 $2,718.44 180 1-Nov-13 $303,204.69 58.51
4960926 XXXXXXX XXX XX 00000 SFD 688% 6.250 $7,580.76 180 1-Nov-13 $831,721.38 60.71
4962027 XXXXXXX XXXXX XX 00000 LCO 675% 6.250 $398.21 180 1-Jul-13 $43,816.21 79.65
4962366 XXXXXX XX 00000 SFD 713% 6.250 $3,327.48 120 1-Nov-08 $278,400.35 63.33
4962402 XXXXXX XX 00000 SFD 713% 6.250 $3,430.83 180 1-Nov-13 $373,979.69 75.00
4963121 XXX XXXX XX 00000 LCO 713% 6.250 $3,260.99 180 1-Dec-13 $356,609.46 80.00
4963130 XXXXXXXX XXXX XX 00000 SFD 700% 6.250 $3,270.84 180 1-Dec-13 $360,435.60 44.32
4963141 XXXXXX XX 00000 SFD 700% 6.250 $2,660.53 180 1-Dec-13 $293,182.02 80.00
4964806 XXXXXXX XX 00000 SFD 688% 6.250 $3,255.27 180 1-Feb-14 $363,835.88 57.03
4966593 LOOKOUT XXXXXXXX XX 00000 SFD 638% 6.108 $2,350.76 180 1-Nov-13 $268,347.99 60.44
4966631 XXXXXXX XX 00000 SFD 638% 6.108 $4,666.95 180 1-Dec-13 $534,576.69 49.09
4966660 XXXXXXXX XX 00000 SFD 613% 5.858 $2,458.31 180 1-Nov-13 $281,716.76 59.59
4966771 XXXXX XXXXXX XX 00000 SFD 675% 6.250 $663.24 180 1-Dec-13 $74,220.97 44.09
4966772 XXXX XXXXX XX 00000 SFD 663% 6.250 $2,616.42 180 1-Nov-13 $293,363.47 73.58
4966814 XXXXXXXXX XX 00000 SFD 713% 6.250 $1,322.95 173 1-Feb-13 $138,041.32 34.94
4966821 XXXXXXX XXXXXX XX 00000 SFD 625% 5.983 $3,258.21 180 1-Dec-13 $376,142.85 58.46
4966832 XXXXXXX XX 00000 SFD 625% 5.983 $2,344.37 180 1-Nov-13 $269,710.19 79.25
4966858 XXXXXXXX XX 00000 SFD 675% 6.250 $2,601.63 180 1-Jan-14 $292,098.91 75.00
4966863 XXXXXXXXX XX 00000 SFD 650% 6.233 $2,028.79 180 1-Nov-13 $229,802.51 63.81
4966870 SIGNAL XXX XX 00000 SFD 638% 6.108 $3,189.08 180 1-Nov-13 $364,027.80 86.82
4966874 XXXXXXXXXXX XX 00000 SFD 650% 6.233 $2,453.91 180 1-Nov-13 $277,957.59 79.35
4966878 XXXXXXXXX XX 00000 SFD 650% 6.233 $2,350.25 180 1-Dec-13 $267,119.03 58.65
4966886 XXXXXXX XX 00000 SFD 650% 6.233 $2,918.21 180 1-Jan-14 $332,786.77 49.26
4966888 XXXXXXXXXXXXXX XX 00000 SFD 700% 6.250 $2,287.67 180 1-May-13 $246,273.09 36.36
4972877 XXXXX XX 00000 SFD 725% 6.250 $3,423.24 180 1-Feb-14 $373,842.39 65.22
4974904 XXXXXXX XX 00000 SFD 625% 5.983 $4,901.03 180 1-Dec-13 $565,798.04 71.45
4974998 XXXXXXXXXXX XX 00000 SFD 663% 6.250 $2,879.82 180 1-Jan-14 $324,850.60 78.10
4975016 XXXXXXX XX 00000 SFD 700% 6.250 $2,616.95 180 1-Jun-13 $282,688.16 80.88
4975042 XXXXXXX XX 00000 SFD 625% 5.983 $2,983.83 180 1-Dec-13 $344,467.68 80.00
4975156 XXXXXX XX 00000 SFD 625% 5.983 $2,572.27 180 1-Dec-13 $296,954.88 66.67
4975195 XXXXXXX XX 00000 SFD 700% 6.250 $2,931.24 180 1-Dec-13 $323,012.93 79.54
4977079 SAINT XXXXXX XXXXXX XX 00000 SFD 700% 6.250 $2,325.72 180 1-Jun-13 $251,229.11 75.00
4977088 XXXXXXXXX XX 00000 SFD 638% 6.108 $2,592.75 180 1-Jan-14 $296,488.72 58.03
4977113 XXXXXXX XX 00000 SFD 663% 6.250 $3,511.98 180 1-Feb-14 $398,696.35 50.63
4977122 XXXXXXXXX XX 00000 SFD 650% 6.233 $2,642.07 180 1-Jan-14 $301,296.20 66.95
4977230 XXXXX XX 00000 SFD 650% 6.233 $2,689.11 180 1-Feb-14 $307,683.02 90.00
4978026 XXXXXXXXXX XX 00000 SFD 625% 5.983 $2,307.32 180 1-Dec-13 $266,368.54 77.33
4978790 XXXXXX XXXXXX XX 00000 SFD 675% 6.250 $2,123.79 180 1-Jan-14 $238,448.09 51.39
4978863 XXXXXXXXX XX 00000 SFD 688% 6.250 $3,085.35 180 1-Sep-13 $339,231.77 69.19
4978898 XXXXXXXXXXX XX 00000 SFD 650% 6.233 $3,419.10 180 1-Dec-13 $388,599.78 75.48
4979666 XX XXXXX XX 00000 SFD 663% 6.250 $2,486.87 180 1-Dec-13 $280,460.32 41.96
4979669 XXXXXXXX XX 00000 SFD 638% 6.108 $2,964.38 180 1-Dec-13 $339,555.19 38.54
4979672 XXXXXXX XX 00000 MF2 688% 6.250 $2,207.34 180 1-Dec-13 $244,903.88 75.00
4979681 XXXXXXX XX 00000 SFD 663% 6.250 $4,214.37 180 1-Dec-13 $475,280.93 78.05
4979686 XXXXX XXXXXXXX XX 00000 SFD 713% 6.250 $3,007.36 180 1-Dec-13 $328,873.18 64.47
4979687 XXXXXXX XXXXXXX XX 00000 SFD 713% 6.250 $2,491.04 180 1-Jan-14 $273,278.45 71.61
4979691 XXXXXXXX XX 00000 SFD 700% 6.250 $2,345.94 180 1-Dec-13 $258,515.25 88.78
4979692 XXXXXX XXXXX XX 00000 SFD 663% 6.250 $5,706.96 180 1-Dec-13 $642,302.24 50.00
4979695 XXXXXXX XX 00000 PUD 650% 6.233 $3,693.50 180 1-Dec-13 $419,786.76 47.11
4979698 XX XXXXXXXX XX 00000 SFD 675% 6.250 $796.42 180 1-Jan-14 $89,418.03 66.67
4979701 XXXXXXXX XX 00000 SFD 675% 6.250 $2,241.03 180 1-Dec-13 $250,786.70 78.65
4979705 XXX XXXXXXX XX 00000 SFD 638% 6.108 $2,381.87 180 1-Nov-13 $268,867.89 68.05
4979711 XXX XXXXX XX 00000 SFD 650% 6.233 $5,226.64 180 1-Dec-13 $594,037.90 44.44
4979715 XXXXXXXX XX 00000 SFD 663% 6.250 $3,801.71 180 1-Dec-13 $428,743.02 64.63
4979724 XXX XXXXX XX 00000 SFD 675% 6.250 $2,927.28 180 1-Dec-13 $327,107.00 47.26
4979726 XXXXXXXX XX 00000 SFD 663% 6.250 $3,752.12 120 1-Dec-08 $322,753.93 59.75
4979729 XXXXX XXX XX 00000 SFD 700% 6.250 $3,100.96 180 1-Jan-14 $342,816.73 51.11
4979733 XXXXXXXX XX 00000 SFD 675% 6.250 $3,654.68 180 1-Dec-13 $408,982.83 66.61
4979737 XXXXXXX XX 00000 SFD 638% 6.108 $5,119.48 120 1-Nov-08 $442,470.12 58.13
4979742 XXXXXXXXXX XXXX XX 00000 SFD 725% 6.250 $3,751.87 180 1-Dec-13 $407,170.73 67.93
4979758 XXXXXXXX XX 00000 SFD 688% 6.250 $3,631.63 180 1-Dec-13 $402,406.04 70.82
4979763 XXXXX XXXXXXX XX 00000 SFD 713% 6.250 $2,744.67 180 1-Dec-13 $297,613.23 57.71
4979768 XXXXXXXXXXX XX 00000 SFD 688% 6.250 $5,574.09 180 1-Dec-13 $613,928.13 54.82
4979788 XXX XXXXX XX 00000 SFD 663% 6.250 $5,698.18 180 1-Dec-13 $642,619.42 60.37
4979791 XXXXXXX XX 00000 PUD 688% 6.250 $2,675.56 180 1-Dec-13 $297,111.25 70.59
4979793 XXXXXX XX 00000 SFD 713% 6.250 $2,645.03 180 1-Dec-13 $289,245.40 80.00
4979794 XXXXXX XXXXXX XX 00000 SFD 675% 6.250 $3,869.71 180 1-Jan-14 $429,444.15 71.69
4979798 XXXXXXXX XXXX XX 00000 SFD 675% 6.250 $889.33 180 1-Jan-14 $99,850.14 62.81
4979801 XXX XXXXX XX 00000 SFD 663% 6.250 $3,038.74 180 1-Jan-14 $343,837.81 77.78
4979806 XXXXXXX XX 00000 SFD 675% 6.250 $2,566.24 180 1-Jan-14 $288,124.76 58.00
4979814 XXXXXXX XX 00000 SFD 688% 6.250 $2,648.81 180 1-Nov-13 $293,178.33 74.25
4979819 THE XXXXXXXXX XX 00000 SFD 688% 6.250 $2,541.34 180 1-Jan-14 $283,127.17 69.50
4979827 XXXXXX XX 00000 SFD 663% 6.250 $2,045.73 180 1-Nov-13 $229,129.60 49.05
4979828 XXXXXXXX XX 00000 SFD 688% 6.250 $3,210.68 180 1-Jan-14 $357,697.06 55.38
4979831 XXX XXXXX XX 00000 LCO 688% 6.250 $1,756.95 180 1-Feb-14 $196,371.70 41.91
4979835 XXXXX XX 00000 SFD 713% 6.250 $2,355.16 180 1-Jan-14 $258,287.50 61.61
4979838 XXX XXXXX XX 00000 SFD 713% 6.250 $2,753.73 180 1-Jan-14 $295,767.68 59.61
4979839 XXXXXXX XX 00000 SFD 700% 6.250 $2,437.62 180 1-Jan-14 $269,483.77 61.36
4979841 XXXXXX XX 00000 SFD 663% 6.250 $3,511.98 180 1-Dec-13 $395,765.77 70.18
4979845 XXXXXXXXX XX 00000 SFD 688% 6.250 $3,924.16 180 1-Dec-13 $435,765.85 74.58
4979982 XXXXXXXXXX XX 00000 PUD 750% 6.250 $709.16 180 1-Jan-14 $76,036.49 67.70
4979989 XXXXXXXXXXX XX 00000 SFD 688% 6.250 $2,497.19 180 1-Jan-14 $278,208.84 83.58
4979991 XXXXXXXXX XX 00000 PUD 725% 6.250 $653.61 180 1-Jan-14 $70,854.80 59.17
4979994 XXXXXX XX 00000 SFD 650% 6.233 $663.35 180 1-Jan-14 $75,646.90 53.63
4980002 XXXX XXXX XX 00000 SFD 675% 6.250 $2,986.57 180 1-Jan-14 $335,317.62 75.00
4980005 XXXX XXXX XX 00000 SFD 713% 6.250 $2,391.39 180 1-Dec-13 $261,513.63 71.93
4980013 XXX XXXXXXX XX 00000 SFD 713% 6.250 $4,665.03 180 1-Jan-14 $509,072.44 64.38
4980015 XXXXXXX XX 00000 SFD 675% 6.250 $4,424.55 180 1-Jan-14 $496,766.83 40.82
4980020 XXXXXXX XX 00000 SFD 700% 6.250 $1,110.05 180 1-Jan-14 $122,718.46 63.69
4980023 XXXXXXX XX 00000 SFD 650% 6.233 $3,797.16 180 1-Jan-14 $433,020.16 36.33
4980031 XXXXXXX XX 00000 HCO 725% 6.250 $1,545.93 180 1-Jan-14 $168,301.30 46.85
4980034 XXXXXXX XX 00000 SFD 763% 6.250 $298.92 180 1-Feb-14 $31,904.41 16.84
4980035 XXXXXXX XX 00000 SFD 700% 6.250 $438.63 180 1-Feb-13 $46,436.93 80.00
4980037 XXXXXX XXXX XX 00000 SFD 688% 6.250 $1,661.52 180 1-Jan-14 $185,108.24 59.14
4980039 XXXXXXXXX XX 00000 SFD 688% 6.250 $3,924.16 180 1-Jan-14 $437,185.30 65.19
4980047 XXXXXX XXXX XX 00000 PUD 688% 6.250 $1,649.94 180 1-Feb-14 $184,409.97 53.62
4980055 XXXX XXXXX XX 00000 SFD 700% 6.250 $251.68 180 1-Feb-13 $26,810.42 80.00
4980059 XXXXXXXXXX XXXXX XX 00000 LCO 700% 6.250 $4,835.70 180 1-Jan-14 $534,595.36 68.54
4980063 XXXXXXX XX 00000 SFD 650% 6.233 $2,497.90 180 1-Jan-14 $284,855.54 71.87
4980064 INDIAN XXXXX XX 00000 SFD 700% 6.250 $1,123.54 180 1-Jan-14 $124,208.96 41.67
4980082 XXXXXXXX XX 00000 PUD 675% 6.250 $1,442.40 180 1-May-13 $157,431.50 77.62
4980098 XXXXXXXX XX 00000 SFD 650% 6.233 $592.36 180 1-Apr-13 $65,458.87 80.00
4980105 XXXXXXX XX 00000 SFD 650% 6.233 $1,135.93 180 1-Apr-13 $125,544.35 80.00
4980115 XXX XXXXXXX XX 00000 SFD 675% 6.250 $924.29 180 1-Jan-14 $103,774.59 41.78
4980123 XXXXXXX XX 00000 SFD 688% 6.250 $3,076.01 180 1-Jan-14 $342,693.66 74.99
4980133 XXXXXXX XX 00000 PUD 713% 6.250 $596.04 180 1-Dec-13 $65,180.28 24.83
4980176 XXXXXXX XX 00000 SFD 625% 5.983 $2,115.26 180 1-Nov-13 $243,352.50 72.56
4980208 XXXXXXX XX 00000 SFD 650% 6.233 $3,902.57 180 1-Jan-14 $445,040.22 64.93
4982422 XXXXXXXXXX XX 00000 SFD 688% 6.250 $3,745.79 180 1-Feb-14 $418,660.46 70.00
4985175 XXXXXX XXXXXX XX 00000 SFD 700% 6.250 $2,786.37 180 1-Feb-14 $309,021.96 50.82
(i) (xi) (xii) (xiii) (xiv) (xv) (xvi)
----- --------- ---------- -------- ----------- ----------- -----------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER SUBSIDY CODE FEE LOAN FEE YIELD
-------- --------- ---------- -------- ----------- ----------- -----------
4771449 0.250 0.017 0.483
4783331 0.250 0.017 0.733
4786387 0.250 0.017 1.233
4786831 0.250 0.017 0.608
4796988 0.250 0.017 0.608
4803277 0.250 0.017 0.733
4866343 0.250 0.017 0.483
4900653 0.250 0.017 0.483
4929904 0.250 0.017 0.483
4930150 0.250 0.017 0.483
4930436 0.250 0.017 0.608
4930581 0.250 0.017 0.358
4930619 0.250 0.017 0.483
4930630 0.250 0.017 0.608
4930679 0.250 0.017 0.483
4931046 0.250 0.017 0.483
4933278 0.250 0.017 0.000
4936933 0.250 0.017 0.483
4938399 0.250 0.017 0.233
4942297 0.250 0.017 0.483
4942436 0.250 0.017 0.000
4946635 0.250 0.017 0.358
4947069 0.250 0.017 0.358
4947278 0.250 0.017 0.233
4947284 0.250 0.017 0.483
4947302 0.250 0.017 0.233
4947307 0.250 0.017 0.358
4947353 0.250 0.017 0.358
4947375 0.250 0.017 0.483
4947394 0.250 0.017 0.233
4947449 0.250 0.017 0.483
4947455 0.250 0.017 0.983
4953201 0.250 0.017 0.233
4953241 0.250 0.017 0.108
4953685 0.250 0.017 0.358
4954060 0.250 0.017 0.358
4954080 0.250 0.017 0.233
4954104 0.250 0.017 0.483
4954113 0.250 0.017 0.483
4954118 0.250 0.017 0.358
4954125 0.250 0.017 0.358
4959537 0.250 0.017 0.733
4959539 0.250 0.017 0.108
4959544 0.250 0.017 0.233
4959553 0.250 0.017 0.108
4959555 0.250 0.017 0.108
4959558 0.250 0.017 0.608
4959560 0.250 0.017 0.483
4959566 0.250 0.017 0.483
4959570 0.250 0.017 0.108
4959576 0.250 0.017 0.483
4959582 0.250 0.017 0.108
4959588 0.250 0.017 0.233
4959596 0.250 0.017 0.108
4959600 0.250 0.017 0.108
4959606 0.250 0.017 0.358
4959609 0.250 0.017 0.608
4959613 0.250 0.017 0.358
4959616 0.250 0.017 0.358
4959620 0.250 0.017 0.608
4959622 0.250 0.017 0.358
4959630 0.250 0.017 0.358
4959635 0.250 0.017 0.000
4959644 0.250 0.017 1.233
4959649 0.250 0.017 0.358
4959651 0.250 0.017 0.483
4959745 0.250 0.017 0.483
4959751 0.250 0.017 0.483
4959858 0.250 0.017 0.108
4959866 0.250 0.017 0.858
4959873 0.250 0.017 0.483
4959874 0.250 0.017 0.358
4959881 0.250 0.017 0.483
4959889 0.250 0.017 0.358
4959901 0.250 0.017 0.233
4959905 0.250 0.017 0.358
4959913 0.250 0.017 0.233
4959916 0.250 0.017 0.608
4959925 0.250 0.017 0.608
4959936 0.250 0.017 0.233
4959940 0.250 0.017 0.233
4959947 0.250 0.017 0.000
4959950 0.250 0.017 0.483
4959954 0.250 0.017 0.608
4959956 0.250 0.017 0.483
4959970 0.250 0.017 0.000
4959977 0.250 0.017 0.000
4960015 0.250 0.017 0.233
4960235 0.250 0.017 0.358
4960915 0.250 0.017 0.233
4960926 0.250 0.017 0.358
4962027 0.250 0.017 0.233
4962366 0.250 0.017 0.608
4962402 0.250 0.017 0.608
4963121 0.250 0.017 0.608
4963130 0.250 0.017 0.483
4963141 0.250 0.017 0.483
4964806 0.250 0.017 0.358
4966593 0.250 0.017 0.000
4966631 0.250 0.017 0.000
4966660 0.250 0.017 0.000
4966771 0.250 0.017 0.233
4966772 0.250 0.017 0.108
4966814 0.250 0.017 0.608
4966821 0.250 0.017 0.000
4966832 0.250 0.017 0.000
4966858 0.250 0.017 0.233
4966863 0.250 0.017 0.000
4966870 1 0.250 0.017 0.000
4966874 0.250 0.017 0.000
4966878 0.250 0.017 0.000
4966886 0.250 0.017 0.000
4966888 0.250 0.017 0.483
4972877 0.250 0.017 0.733
4974904 0.250 0.017 0.000
4974998 0.250 0.017 0.108
4975016 0.250 0.017 0.483
4975042 0.250 0.017 0.000
4975156 0.250 0.017 0.000
4975195 0.250 0.017 0.483
4977079 0.250 0.017 0.483
4977088 0.250 0.017 0.000
4977113 0.250 0.017 0.108
4977122 0.250 0.017 0.000
4977230 1 0.250 0.017 0.000
4978026 0.250 0.017 0.000
4978790 0.250 0.017 0.233
4978863 0.250 0.017 0.358
4978898 0.250 0.017 0.000
4979666 0.250 0.017 0.108
4979669 0.250 0.017 0.000
4979672 0.250 0.017 0.358
4979681 0.250 0.017 0.108
4979686 0.250 0.017 0.608
4979687 0.250 0.017 0.608
4979691 13 0.250 0.017 0.483
4979692 0.250 0.017 0.108
4979695 0.250 0.017 0.000
4979698 0.250 0.017 0.233
4979701 0.250 0.017 0.233
4979705 0.250 0.017 0.000
4979711 0.250 0.017 0.000
4979715 0.250 0.017 0.108
4979724 0.250 0.017 0.233
4979726 0.250 0.017 0.108
4979729 0.250 0.017 0.483
4979733 0.250 0.017 0.233
4979737 0.250 0.017 0.000
4979742 0.250 0.017 0.733
4979758 0.250 0.017 0.358
4979763 0.250 0.017 0.608
4979768 0.250 0.017 0.358
4979788 0.250 0.017 0.108
4979791 0.250 0.017 0.358
4979793 0.250 0.017 0.608
4979794 0.250 0.017 0.233
4979798 0.250 0.017 0.233
4979801 0.250 0.017 0.108
4979806 0.250 0.017 0.233
4979814 0.250 0.017 0.358
4979819 0.250 0.017 0.358
4979827 0.250 0.017 0.108
4979828 0.250 0.017 0.358
4979831 0.250 0.017 0.358
4979835 0.250 0.017 0.608
4979838 0.250 0.017 0.608
4979839 0.250 0.017 0.483
4979841 0.250 0.017 0.108
4979845 0.250 0.017 0.358
4979982 0.250 0.017 0.983
4979989 13 0.250 0.017 0.358
4979991 0.250 0.017 0.733
4979994 0.250 0.017 0.000
4980002 0.250 0.017 0.233
4980005 0.250 0.017 0.608
4980013 0.250 0.017 0.608
4980015 0.250 0.017 0.233
4980020 0.250 0.017 0.483
4980023 0.250 0.017 0.000
4980031 0.250 0.017 0.733
4980034 0.250 0.017 1.108
4980035 0.250 0.017 0.483
4980037 0.250 0.017 0.358
4980039 0.250 0.017 0.358
4980047 0.250 0.017 0.358
4980055 0.250 0.017 0.483
4980059 0.250 0.017 0.483
4980063 0.250 0.017 0.000
4980064 0.250 0.017 0.483
4980082 0.250 0.017 0.233
4980098 0.250 0.017 0.000
4980105 0.250 0.017 0.000
4980115 0.250 0.017 0.233
4980123 0.250 0.017 0.358
4980133 0.250 0.017 0.608
4980176 0.250 0.017 0.000
4980208 0.250 0.017 0.000
4982422 0.250 0.017 0.358
4985175 0.250 0.017 0.483
COUNT:
WAC:
WAM:
WALTV:
NASCOR
NMI / 1999-10 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (xvii) (xviii)
----- ---------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- --------------------------------------- -------------------------------------------------
4771449 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783331 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4786387 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4786831 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4796988 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4803277 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4866343 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 HOMESIDE LENDING HOMESIDE LENDING
4929904 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4930150 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4930436 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4930581 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4930619 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4930630 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4930679 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4931046 XXXXXXX XXXXX CREDIT CORP. XXXXXXX XXXXX CREDIT CORP.
4933278 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
0000000 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4938399 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
0000000 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4942436 CASCADE SAVINGS BANK CASCADE SAVINGS BANK
0000000 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4947069 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947278 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947284 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947302 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947307 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947353 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947375 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947394 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947449 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4947455 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953201 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953241 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4953685 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954060 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954080 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954104 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954113 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954118 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4954125 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4959537 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4962402 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963121 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963130 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4963141 NOVUS FINANCIAL CORPORATION NOVUS FINANCIAL CORPORATION
4964806 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
0000000 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966631 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966660 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966771 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966772 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966814 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966821 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966832 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966858 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966863 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966870 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966874 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966878 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966886 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4966888 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4972877 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4974904 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4974998 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4975016 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4975042 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4975156 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4975195 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977079 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977088 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977113 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977122 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4977230 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4978026 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4978790 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4978863 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4978898 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4979666 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
0000000 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4985175 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
LOAN INFORMATION
Name of Mortgagor: ____________________________________________
Servicer
Loan No.: ____________________________________________
CUSTODIAN/TRUSTEE
Name: ____________________________________________
Address: ____________________________________________
Custodian/Trustee
Mortgage File No.: ____________________________________________
SELLER
Name: ____________________________________________
Address: ____________________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 1999-10
The undersigned Master Servicer hereby acknowledges that it has received from
First Union National Bank, as Trustee for the Holders of Mortgage Pass-Through
Certificates, Series 1999-10, the documents referred to below (the "Documents").
All capitalized terms not otherwise defined in this Request for Release shall
have the meanings given them in the Pooling and Servicing Agreement dated as of
March 29, 1999 (the "Pooling and Servicing Agreement") among the Trustee, the
Seller and the Master Servicer.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or
endorsed to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at
page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image
____________________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________,
State of _____________________ in book/reel/docket
____________________ of official records at page/image ------------.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(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: ________________________________________
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 Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1999-10, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class A-R Certificate as they
become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class A-R Certificate in excess of cash flows generated by the
Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a
U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 or successor form at the time and in the manner required by
the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class A-R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R Certificate will not be disregarded for federal
income tax purposes. The term "U.S. Person" means a citizen or resident of the
United States, a corporation or partnership (unless, in the case of a
partnership, Treasury regulations are adopted that provide otherwise) created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, including an entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and Servicing
Agreement as may be required to further effectuate the restrictions on transfer
of the Class A-R Certificate to such a "disqualified organization," an agent
thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the REMIC pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable law, to act as tax matters person if requested to do
so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.
[Name of Purchaser]
By ________________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer], of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
----------
Authorized Officer
-----------------------------
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Norwest Asset Securities Corporation,
Series 1999-10, Class A-R
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has no
actual knowledge that such affidavit is not true and has no reason to know that
the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-10
CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Norwest Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-10, Class
[A-PO][B-4][B-5][B-6] Certificates (the "Class [A-PO][B-4][B-5][B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. DEFINITIONS. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of March 29, 1999 (the "Pooling and
Servicing Agreement") among Norwest Asset Securities Corporation, as
seller (the "Seller"), Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank,
as trustee (the "Trustee"), of Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 1999-10.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection
with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good standing under
the laws of the jurisdiction in which the Purchaser is organized, is authorized
to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to enter into
this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6] Certificates for
its own account as principal and not with a view to the distribution thereof, in
whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the meaning of
Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a copy of the
Private Placement Memorandum dated March 25, 1999, relating to the Class
[A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other retirement
arrangement subject to Title I of the Employee Retirement Income Security Act of
1974, as amended, ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or a governmental plan, as defined in Section
3(32) of ERISA subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) [for Class [B-4][B-5][B-6] Certificates
only] if the Purchaser is an insurance company, (A) the source of funds used to
purchase the Class [B-4][B-5][B-6] Certificate is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such Plan
and all other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization
exceeds 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4][B-5][B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
(f) If the Purchaser is a depository institution subject to the jurisdiction of
the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of
the Federal Reserve System ("FRB"), the Federal Deposit Insurance Corporation
("FDIC"), the Office of Thrift Supervision ("OTS") or the National Credit Union
Administration ("NCUA"), the Purchaser has reviewed the "Supervisory Policy
Statement on Securities Activities" dated January 28, 1992 of the Federal
Financial Institutions Examination Council and the April 15, 1994 Interim
Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [A-PO][B-4][B-5][B-6] Certificates is in compliance
therewith.
Section 3. TRANSFER OF CLASS [A-PO][B-4][B-5][B-6] CERTIFICATES.
(a) The Purchaser understands that the Class [A-PO][B-4][B-5][B-6] Certificates
have not been registered under the Securities Act of 1933 (the "Act") or any
state securities laws and that no transfer may be made unless the Class
[A-PO][B-4][B-5][B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trustee
is under any obligation to register the Class [A-PO][B-4][B-5][B-6] Certificates
or make an exemption available. In the event that such a transfer is to be made
in reliance upon an exemption from the Act or applicable state securities laws,
(i) the Trustee shall require, in order to assure compliance with such laws,
that the Certificateholder's prospective transferee certify to the Trustee as to
the factual basis for the registration or qualification exemption relied upon,
and (ii) unless the transferee is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act, the Trustee or the Seller may, if such transfer
is made within three years from the later of (a) the Closing Date or (b) the
last date on which the Seller or any affiliate thereof was a holder of the
Certificates proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state securities
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer or the Seller. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, any Paying Agent acting on behalf of the Trustee and the Seller
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [A-PO][B-4][B-5][B-6] Certificates
bear a legend setting forth the applicable restrictions on transfer.
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 ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-10
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
---------------- --, ----
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Norwest Asset Securities Corporation
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-10, Class [B-1]
[B-2] [B-3] Certificates (the "Class [B-1] [B-2] [B-3] Certificates") in the
principal amount of $___________. In doing so, the Purchaser hereby acknowledges
and agrees as follows:
Section 1. DEFINITIONS. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of March 29, 1999 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-10.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In connection with
the proposed transfer, the Purchaser represents and warrants to the Seller, the
Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other retirement
arrangement subject to Title I of the Employee Retirement Income Security Act of
1974, as amended, ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or a governmental plan, as defined in Section
3(32) of ERISA subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) if the Purchaser is an insurance company,
(A) the source of funds used to purchase the Class [B-1] [B-2] [B-3] Certificate
is an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg.
35925 (July 12, 1995), (B) there is no Plan with respect to which the amount of
such general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization, exceed 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-1][B-2][B-3] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[Purchaser]
By _________________________________________
Its _________________________________________
[Reserved]
EXHIBIT L
SERVICING AGREEMENTS
Norwest Mortgage, Inc. Servicing Agreement
Bank United Servicing Agreement
National City Mortgage Company Servicing Agreement
Xxxxxxx Xxxxx Credit Corporation Servicing Agreement
NOVUS Financial Corporation Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Hibernia National Bank Servicing Agreement
HomeSide Lending Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Cascade Bank Servicing Agreement
Columbia National Inc. Servicing Agreement
SunTrust Mortgage, 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 Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1999-10, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of March 29, 1999
among Norwest Asset Securities Corporation, as seller (the "Seller"), Norwest
Bank Minnesota, National Association, as Master Servicer and First Union
National Bank, as Trustee.
_______________________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the Company
will cause, to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreements, the related servicers (each a
related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS.
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York are required or authorized
by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant to Section 3.01
hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations of, or obligations
fully guaranteed as to principal and interest by, the United States, or any
agency or instrumentality thereof, provided such obligations are backed by the
full faith and credit of the United States, (ii) a money market fund rated in
the highest rating category by a nationally recognized rating agency selected by
the Company, (iii) cash, (iv) mortgage pass-through certificates issued or
guaranteed by Government National Mortgage Association, FNMA or FHLMC, (v)
commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
D-1+ by Duff & Xxxxxx Credit Rating Co. "DCR") or (vi) demand and time deposits
in, certificates of deposit of, any depository institution or trust company
(which may be an affiliate of the Company) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by DCR or S&P, (y) the
certificate of deposit or other unsecured short-term debt obligations of such
depository institution or trust company have a rating of at least D-1+ by DCR or
A-1 by S&P or (z) the depository institution or trust company is one that is
acceptable to either DCR or S&P and, for each of the preceding clauses (i),
(iv), (v) and (vi), the maturity thereof shall be not later than the earlier to
occur of (A) 30 days from the date of the related investment and (B) the next
succeeding Distribution Date as defined in the related Pooling and Servicing
Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action required under local law
in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to which the Purchaser
has made an Election to Delay Foreclosure, an appraisal of the related Mortgaged
Property obtained by the Purchaser at its own expense from an independent
appraiser (which shall not be an affiliate of the Purchaser) acceptable to the
Company as nearly contemporaneously as practicable to the time of the
Purchaser's election, prepared based on the Company's customary requirements for
such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
ELECTION TO FORECLOSE: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
MONTHLY ADVANCES: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of determination, an amount
equal to the aggregate of all amounts previously required to be deposited in the
Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02. DEFINITIONS INCORPORATED BY REFERENCE
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 REPORTS AND NOTICES.
(a) In connection with the performance of its duties under the Pooling
and Servicing Agreement relating to the realization upon defaulted Mortgage
Loans, the Company as Master Servicer shall provide to the Purchaser the
following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders
pursuant to the Pooling and Servicing Agreement), the Company,
shall provide to the Purchaser a report, using the same
methodology and calculations in its standard servicing reports,
indicating for the Trust Estate the number of Mortgage Loans that
are (A) thirty days, (B) sixty days, (C) ninety days or more
delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the
Company as Master Servicer is granted such authority in the
related Servicing Agreement) the Servicer to provide the
Purchaser with a notice (sent by telecopier) of such proposed and
imminent foreclosure, stating the loan number and the aggregate
amount owing under the Mortgage Loan. Such notice may be provided
to the Purchaser in the form of a copy of a referral letter from
such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer
(to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) to provide to the Purchaser such information as
the Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each Mortgage Loan that
is at least ninety days delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof; provided, that the related
Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will reimburse the Company and the related Servicer for any
out of pocket expenses.
Section 2.02 PURCHASER'S ELECTION TO DELAY FORECLOSURE PROCEEDINGS.
(a) The Purchaser shall be deemed to direct the Company to direct (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (C)above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited if and to the extent that reimbursement therefor from amounts paid
by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Delay Foreclosure and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(C)exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 PURCHASER'S ELECTION TO COMMENCE FORECLOSURE PROCEEDINGS.
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (C)above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (C)in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 TERMINATION.
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 COLLATERAL FUND.
Upon receipt from the Purchaser of the initial amount required to be deposited
in the Collateral Fund pursuant to Article II, the Company shall establish and
maintain with Bankers Trust Company as a segregated account on its books and
records an account (the "Collateral Fund"), entitled "Norwest Bank Minnesota,
National Association, as Master Servicer, for the benefit of registered holders
of Norwest Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 1999-10. 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:________________________________________
