NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of November 25, 1998
$230,095,525.84
Mortgage Asset-Backed Pass-Through
Certificates
Series 1998-3
----------------------------------
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions...............................................
Section 1.02. Acts of Holders...........................................
Section 1.03. Effect of Headings and Table of Contents..................
Section 1.04. Benefits of Agreement.....................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans..............................
Section 2.02. Acceptance by Trust Administrator.........................
Section 2.03. Representations and Warranties of the Master Servicer and
the Seller................................................
Section 2.04. Execution and Delivery of Certificates....................
Section 2.05. Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.........................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.......................................
Section 3.02. Permitted Withdrawals from the Certificate Account........
Section 3.03. Advances by Master Servicer and Trust Administrator.......
Section 3.04. Trust Administrator to Cooperate; Release of Owner
Mortgage Loan Files.......................................
Section 3.05. Reports to the Trustee, Trust Administrator; Annual
Compliance Statements.....................................
Section 3.06. Title, Management and Disposition of Any REO Mortgage
Loan......................................................
Section 3.07. Amendments to Servicing Agreements, Modification of
Standard Provisions.......................................
Section 3.08. Oversight of Servicing....................................
Section 3.09. Termination and Substitution of Servicing Agreements......
Section 3.10. Application of Net Liquidation Proceeds...................
Section 3.11. 1934 Act Reports..........................................
Page
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ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.............................................
Section 4.02. Allocation of Realized Losses.............................
Section 4.03. Paying Agent..............................................
Section 4.04. Statements to Certificateholders; Report to the Trust
Administrator and the Seller..............................
Section 4.05. Reports to Mortgagors and the Internal Revenue Service....
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer............................
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates..........................................
Section 5.02. Registration of Certificates..............................
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.........
Section 5.04. Persons Deemed Owners.....................................
Section 5.05. Access to List of Certificateholders'Names and Addresses..
Section 5.06. Maintenance of Office or Agency...........................
Section 5.07. Definitive Certificates...................................
Section 5.08. Notices to Clearing Agency................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer...........
Section 6.02. Merger or Consolidation of the Seller or the Master
Servicer..................................................
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others.......................................
Section 6.04. Resignation of the Master Servicer........................
Section 6.05. Compensation to the Master Servicer.......................
Section 6.06. Assignment or Delegation of Duties by Master Servicer.....
Section 6.07. Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer.................................
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.........................................
Section 7.02. Other Remedies of Trustee.................................
Section 7.03. Directions by Certificateholders and Duties of Trustee
During Event of Default...................................
Section 7.04. Action upon Certain Failures of the Master Servicer and
upon Event of Default.....................................
Page
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Section 7.05. Trust Administrator to Act; Appointment of Successor......
Section 7.06. Notification to Certificateholders........................
ARTICLE VIII
CONCERNING THE TRUSTEE AND TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator.................
Section 8.02. Certain Matters Affecting the Trustee and Trust
Administrator.............................................
Section 8.03. Neither Trustee norTrust Administrator Required to Make
Investigation.............................................
Section 8.04. Neither the Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans............................
Section 8.05. Trustee and Trust Administrator May Own Certificates......
Section 8.06. The Master Servicer to Pay Fees and Expenses..............
Section 8.07. Eligibility Requirements..................................
Section 8.08. Resignation and Removal...................................
Section 8.09. Successor.................................................
Section 8.10. Merger or Consolidation...................................
Section 8.11. Authenticating Agent......................................
Section 8.12. Separate Trustees and Co-Trustees.........................
Section 8.13. Appointment of Custodians.................................
Section 8.14. Tax Matters; Compliance with REMIC Provisions.............
Section 8.15. Monthly Advances..........................................
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or Liquidation
of All Mortgage Loans.....................................
Section 9.02. Additional Termination Requirements.......................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment................................................
Section 10.02. Recordation of Agreement.................................
Section 10.03. Limitation on Rights of Certificateholders...............
Section 10.04. Governing Law; Jurisdiction..............................
Section 10.05. Notices..................................................
Section 10.06. Severability of Provisions...............................
Section 10.07. Special Notices to Rating Agencies.......................
Section 10.08. Covenant of Seller.......................................
Section 10.09. Recharacterization.......................................
Page
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ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Cut-Off Date.............................................
Section 11.02. Cut-Off Date Aggregate Principal Balance.................
Section 11.03. Original Group I-A Percentage............................
Section 11.04. Original Group II-A Percentage...........................
Section 11.05. Original Principal Balances of the Classes of Class A
Certificates.............................................
Section 11.06. Original Class I-A-6 Notional Amount.....................
Section 11.07. Original Aggregate Non-PO Principal Balance..............
Section 11.08. Original Aggregate Subordinate Percentage................
Section 11.09. Original Class B Principal Balance.......................
Section 11.10 Original Group I Subordinated Principal Balance..........
Section 11.11 Original Group II Subordinated Principal Balance.........
Section 11.12. Original Principal Balances of the Classes of Class B
Certificates.............................................
Section 11.13. Original Class B-1 Fractional Interest...................
Section 11.14. Original Class B-2 Fractional Interest...................
Section 11.15. Original Class B-3 Fractional Interest...................
Section 11.16. Original Class B-4 Fractional Interest...................
Section 11.17. Original Class B-5 Fractional Interest...................
Section 11.18. Closing Date.............................................
Section 11.19. Right to Purchase........................................
Section 11.20. Wire Transfer Eligibility................................
Section 11.21. Single Certificate.......................................
Section 11.22. Servicing Fee Rate.......................................
Section 11.23. Master Servicing Fee Rate................................
EXHIBITS
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate
EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate
EXHIBIT A-I-A-5 - Form of Face of Class I-A-5 Certificate
EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate
EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate
EXHIBIT A-I-A-LR - Form of Face of Class I-A-LR Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2 - Form of Face of Class II-A-2 Certificate
EXHIBIT A-II-A-PO Form of Face of Class II-A-PO Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-3 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Group I Mortgage Loans Serviced by
Norwest Mortgage
EXHIBIT F-1B - Schedule of Group II Mortgage Loans Serviced by
Norwest Mortgage
EXHIBIT F-2A - Schedule of Group I Mortgage Loans Serviced by
Other Servicers
EXHIBIT F-2B - Schedule of Group II Mortgage Loans Serviced by
Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [II-A-PO][B-4] [B-5]
[B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
This Pooling and Servicing Agreement, dated as of November 25, 1998
executed by NORWEST INTEGRATED STRUCTURED ASSETS, INC., as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Additional Collateral: As defined in the MLCC Servicing Agreement.
Additional Collateral Mortgage Loans: As defined in the MLCC Servicing
Agreement.
Adjusted Principal Balance: As to any Distribution Date and any Class of
Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance
of such Class with respect to such Distribution Date minus (ii) the Adjustment
Amount for such Distribution Date less the Principal Balances for any Classes of
Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Aggregate Class A Principal Balance and Class B Principal Balance
as of the related Determination Date and (B) the sum of (i) the sum of the
Aggregate Class A Principal Balance and Class B Principal Balance as of the
Determination Date succeeding such Distribution Date, (ii) the principal portion
of Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Certificates with respect to such Distribution Date and
(iii) the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a) for such Distribution Date without
regard to the provisos in the definitions
of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class
B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Aggregate Adjusted Pool Amount: With respect to any Distribution Date, the
sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool Amount.
Aggregate Class A Principal Balance: With respect to any Determination
Date, the sum of the Group I-A Principal Balance and Group II-A Principal
Balance.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Group I Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Group I
Mortgage Loans.
Aggregate Group II Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Group II
Mortgage Loans.
Aggregate Group I-A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Group I-A Certificates pursuant to Clause
(i) Paragraphs first, second and third of Section 4.01(a) on such Distribution
Date.
Aggregate Group I-A Unpaid Interest Shortfall: As to any Distribution Date,
an amount equal to the sum of the Class A Unpaid Interest Shortfalls for the
Group I-A Certificates.
Aggregate Group II-A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Group II-A Certificates pursuant to Clause
(i) Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
Aggregate Group II-A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Group II-A Certificates.
Aggregate Non-PO Principal Balance: As of any date of determination, the
sum of the Class I-A Non-PO Principal Balance, the Class II-A Non-PO Principal
Balance and the Class B Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any date of determination, the
Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO
Portion) and the Group II Pool Balance (Non-PO Portion).
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class B Principal Distribution Amount: As to any Distribution
Date and any Class of Class B Certificates, the product of (i) the applicable
Class B Principal Distribution Amount less the amount, if any, that would have
been distributable to such Class pursuant to Section 4.01(a)(ii) that is used to
pay the Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth
of Section 4.01(a) and (ii) the Apportionment Fraction for such Class.
Apportioned Interest Accrual Amount: As to any Distribution Date and either
of the Group I Apportioned Principal Balance or Group II Apportioned Principal
Balance of a Class of Class B Certificates, an amount equal to the product of
(i) 1/12th of the Class B Pass-Through Rate and (ii) such Group I Apportioned
Principal Balance or Group II Apportioned Principal Balance as of the
Determination Date preceding such Distribution Date
Apportionment Fraction: As to any Class of Class B Certificates and (i) any
Distribution Date occurring prior to the Cross-Over Date and after the Principal
Balance of each Class of Group I-A Certificates has been reduced to zero, a
fraction, the numerator of which is the Class B Loan Group I Optimal Principal
Amount for such Class and the denominator of which is the applicable Class B
Optimal Principal Amount without regard to the proviso thereto or (ii) any
Distribution Date occurring prior to the Cross-Over Date and after the Principal
Balance of each Class of Group II-A Certificates (other than the Class II-A-PO
Certificates) has been reduced to zero, a fraction, the numerator of which is
the Class B Loan Group II Optimal Principal Amount for such Class and the
denominator of which is the applicable Class B Optimal Principal Amount without
regard to the proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trust Administrator in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$86,177.10 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
Bank United Mortgage Loan Sale Agreement: The mortgage loan sale agreement
dated as of September 17, 1998 between Bank United, as seller, and Norwest
Funding, Inc., as purchaser.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates, Class
I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-5 Certificates, Class
I-A-7 Certificates and
Class II-A-1 Certificates, beneficial ownership and transfers of which shall be
evidenced by, and made through, book entries by the Clearing Agency as described
in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for variations in
the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-1 and Exhibit C
hereto.
Class I-A-1 Certificateholder: The registered holder of a Class I-A-1
Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-2 and Exhibit C
hereto.
Class I-A-2 Certificateholder: The registered holder of a Class I-A-2
Certificate.
Class I-A-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-3 and Exhibit C
hereto.
Class I-A-3 Certificateholder: The registered holder of a Class I-A-3
Certificate.
Class I-A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-4 and Exhibit C
hereto.
Class I-A-4 Certificateholder: The registered holder of a Class I-A-4
Certificate.
Class I-A-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-5 and Exhibit C
hereto.
Class I-A-5 Certificateholder: The registered holder of a Class I-A-5
Certificate.
Class I-A-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-6 and Exhibit C
hereto.
Class I-A-6 Certificateholder: The registered holder of a Class I-A-6
Certificate.
Class I-A-6 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for the Class I-A-6
Certificates and (b) the Class I-A-6 Notional Amount as of such Distribution
Date minus (ii) the sum of (A) the Group I Apportioned Interest Percentage of
the Class I-A-6 Certificates of the interest portion of any Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses attributable to
Group I Mortgage Loans with respect to such Distribution Date pursuant to
Section 4.02(e), (B) the Group I-A Interest Percentage of the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Group I-A Certificates on
or after the Cross-Over Date pursuant to Section 4.02(e) and (C) the Group I-A
Interest Percentage of the Class I-A-6 Certificates of any Non-Supported
Interest Shortfall allocated to the Class A Certificates with respect to such
Distribution Date.
Class I-A-6 Notional Amount: As to any Distribution Date, an amount equal
to the Principal Balance of the Class A-7 Certificates divided by 25.
Class I-A-7 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-7 and Exhibit C
hereto.
Class I-A-7 Certificateholder: The registered holder of a Class I-A-7
Certificate.
Class I-A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-LR and Exhibit D
hereto.
Class I-A-LR Certificateholder: The registered holder of the Class I-A-LR
Certificate.
Class I-A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class I-A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-R and Exhibit C
hereto.
Class I-A-R Certificateholder: The registered holder of the Class I-A-R
Certificate.
Class II-A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-II-A-1 and Exhibit C
hereto.
Class II-A-1 Certificateholder: The registered holder of a Class II-A-1
Certificate.
Class II-A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-II-A-2 and Exhibit C
hereto.
Class II-A-2 Certificateholder: The registered holder of a Class II-A-2
Certificate.
Class II-A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-LPO Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(iii) hereof.
Class II-A-PO Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-PO
and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a Class II-A-PO
Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class II-A-PO Optimal Principal Amounts for the Class II-A-PO
Certificates for all prior Distribution Dates exceeded the amounts distributed
on the Class II-A-PO Certificates on such prior Distribution Dates pursuant to
Clause (i) Paragraph third Clause (B) of Section 4.01(a) and (y) the sum of the
product for each Group II Discount Mortgage Loan which became a Liquidated Loan
at any time on or prior to the last day of the applicable Unscheduled Principal
Receipt Period for the current Distribution Date of (a) the PO Fraction for such
Group II Discount Mortgage Loan and (b) an amount equal to the principal portion
of Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) amounts
distributed on the Class II-A-PO Certificates on prior Distribution Dates
pursuant to Clause (i) Paragraph fourth of Section 4.01(a). On and after the
Cross-Over Date, the Class II-A-PO Deferred Amount will be zero. No interest
will accrue on any Class II-A-PO Deferred Amount.
Class II-A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Group II Mortgage Loan that is an Outstanding
Mortgage Loan, of the product of (x) the PO Fraction with respect to such Group
II Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group II
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group II Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Group II Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Group II Mortgage Loan
which, during the month preceding the month of such Distribution Date, was
repurchased by the Seller pursuant to Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group II
Mortgage Loan substituted for a defective Group II Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Group II Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Group II Mortgage
Loan.
Class A Certificate: Any of the Group I-A Certificates or Group II-A
Certificates.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any Class of
Class A Certificates (other than the Class I-A-4, Class II-A-2 and Class II-A-PO
Certificates), the percentage calculated by dividing the Interest Accrual Amount
of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-3, Class I-A-6,
Class I-A-R and Class I-A-LR Certificates, 6.250% per annum. As to the Class
I-A-2, Class I-A-5 and Class II-A-1 Certificates, 7.000% per annum. As to the
Class I-A-7 Certificates, 6.000% per annum. The Class I-A-4, Class II-A-2 and
Class II-A-PO Certificates are not entitled to interest and do not have Class A
Pass-Through Rates.
Class A Unpaid Interest Shortfall: As to any Distribution Date and Class of
Class A Certificates, the amount, if any, by which the aggregate of the Group
I-A Interest Shortfall Amounts or Group II-A Interest Shortfall Amounts for such
Class for prior Distribution Dates is in excess of the amounts distributed in
respect of such Class on prior Distribution Dates pursuant to Clause (i)
Paragraph second of Section 4.01(a).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any Class of
Class B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal Principal
Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II Optimal
Principal Amounts.
Class B Loss Percentage: As to any Determination Date and any Class of
Class B Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: As to any Distribution Date, 6.250% per annum.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to Clause
(ii) Paragraphs first, second and third of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph first of Section 4.01(a).
Class B-1 Loan Group I Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group I, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Group I Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group I Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-1 Loan Group II Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group II, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group II Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group II Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-1 Percentage (with respect to each
such Group II Mortgage Loan) of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-1 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-1 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-1 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-1 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph third of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-1 Certificates
pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the Aggregate Class A Principal Balance as
of such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Clause (ii) Paragraph third of Section 4.01(a).
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph second of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to Clause
(ii) Paragraphs fourth, fifth and sixth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph fourth of Section 4.01(a).
Class B-2 Loan Group I Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group I, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Group I Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group I Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-2 Loan Group II Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group II, of the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and (y) the sum of:
(i) the Group II Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with respect
to such Mortgage Loan;
(ii) the Group II Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group II Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-2 Percentage (with respect to each
such Group II Mortgage Loan) of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-2 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-2 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-2 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-2 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph sixth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance and the Class B-1 Principal Balance as of such Determination Date.
Class B-2 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Clause (ii) Paragraph sixth of Section 4.01(a).
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph fifth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to Clause
(ii) Paragraphs seventh, eighth and ninth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph seventh of Section 4.01(a).
Class B-3 Loan Group I Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group I, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Group I Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group I Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-3 Loan Group II Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group II, of the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and (y) the sum of:
(i) the Group II Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group II Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group II Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-3 Percentage (with respect to each
such Group II Mortgage Loan) of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-3 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-3 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-3 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-3 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trust Administrator in respect of such defective Mortgage
Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph ninth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as
of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Clause (ii) Paragraph ninth of Section 4.01(a).
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph eighth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to Clause
(ii) Paragraphs tenth, eleventh, and twelfth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph tenth of Section 4.01(a).
Class B-4 Loan Group I Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group I, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group I Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-4 Loan Group II Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group II, of the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and (y) the sum of:
(i) the Group II Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group II Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-4 Percentage (with respect to each
such Group II Mortgage Loan) of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-4 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-4 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-4 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-4 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A)
the Class B-4 Optimal Principal Amount calculated as described in the preceding
provisions and (B) the Adjusted Principal Balance for the Class B-4
Certificates.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Clause (ii) Paragraph twelfth of
Section 4.01(a) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class B-4
Certificates pursuant to Section 4.02(b) and (ii) the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Aggregate Class
A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance and the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Clause (ii) Paragraph twelfth of Section 4.01(a).
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph eleventh of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to Clause
(ii) Paragraphs thirteenth, fourteenth, and fifteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph thirteenth of Section 4.01(a).
Class B-5 Loan Group I Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group I, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Group I Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group I Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-5 Loan Group II Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group II, of the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and (y) the sum of:
(i) the Group II Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group II Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-5 Percentage (with respect to each
such Group II Mortgage Loan) of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-5 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-5 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-5 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-5 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the
Original Class B-5 Principal Balance less the sum of (a) all amounts previously
distributed in respect of the Class B-5 Certificates on prior Distribution Dates
(A) pursuant to Clause (ii) Paragraph fifteenth of Section 4.01(a) and (B) as a
result of a Principal Adjustment and (b) the Realized Losses allocated through
such Determination Date to the Class B-5 Certificates pursuant to Section
4.02(b) and (ii) the Aggregate Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Aggregate Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Clause (ii) Paragraph fifteenth of Section 4.01(a).
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph fourteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to Clause
(ii) Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph sixteenth of Section 4.01(a).
Class B-6 Loan Group I Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group I, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan and (y) the sum of:
(i) the Group I Class B-6 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group I Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-6 Loan Group II Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan in Loan
Group II, of the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan and (y) the sum of:
(i) the Group II Class B-6 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group II Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the month preceding
the month of such Distribution Date, was repurchased by the Seller pursuant
to Section 2.02 or 2.03; and
(iv) the Group II Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Class B-6 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-6 Percentage (with respect to each
such Group II Mortgage Loan) of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect to each
such Group I Mortgage Loan) or Group II Class B-6 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan) or Group II Class B-6 Prepayment
Percentage (with respect to each such Group II Mortgage Loan) of the
Scheduled Principal Balance of such Mortgage Loan which, during the month
preceding the month of such Distribution Date, was repurchased by the
Seller pursuant to Section 2.02 or 2.03; and
(iv) the Group I Class B-6 Percentage (with respect to each such Group
I Mortgage Loan) or Group II Class B-6 Percentage (with respect to each
such Group II Mortgage Loan) of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a defective Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Mortgage Loan, less the amount
allocable to the principal portion of any unreimbursed Periodic Advances
previously made by the applicable Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Clause (ii) Paragraph eighteenth of Section
4.01(a) and (b) the Realized Losses allocated through such Determination Date to
the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the
Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the
Aggregate Class A Principal Balance, the Class B-1 Principal Balance, the Class
B-2 Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance as of such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Clause (ii) Paragraph eighteenth of Section 4.01(a).
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph seventeenth of Section 4.01(a).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.18.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trust Administrator or
the Trustee, as the case may be, at which at any particular time its corporate
trust business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 000
Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and with respect to the
Trustee, at the date of execution of this instrument is located at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
Uncertificated Lower-Tier Corresponding Upper-Tier Class or Classes
Interest
Class I-A-L1 Interest Class I-A-1 Certificates and Class I-A-3
Certificates.
Class I-A-L2 Interest Class I-A-2 Certificates, Class I-A-4
Certificates and Class I-A-5 Certificates.
Class I-A-L6 Interest Class I-A-6 Certificates and Class I-A-7
Certificates.
Class I-A-LUR Interest Class I-A-R Certificate.
Class II-A-L1 Interest Class II-A-1 Certificates and Class
II-A-2 Certificates.
Class II-A-LPO Interest Class II-A-PO Certificates.
Class B-L1 Interest Class B-1 Certificates.
Class B-L2 Interest Class B-2 Certificates.
Class B-L3 Interest Class B-3 Certificates.
Class B-L4 Interest Class B-4 Certificates.
Class B-L5 Interest Class B-5 Certificates.
Class B-L6 Interest Class B-6 Certificates.
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which each of the Group I-A Percentage and Group II-A Percentage (in
each case, determined pursuant to clause (ii) of the definition thereof) equals
or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Current Group I-A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Group I-A Certificates
pursuant to Clause (i) Paragraph first Clause (A) of Section 4.01(a) on such
Distribution Date.
Current Group II-A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Group II-A
Certificates pursuant to Clause (i) Paragraph first Clause (B) of Section
4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Clause (ii)
Paragraphs first, fourth, seventh, tenth, thirteenth and sixteenth of Section
4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
(other than the Class I-A-6 Certificates) representing the principal portion of
the Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As
to the Class I-A-6 Certificates, the amount specified on the face of such
Certificate representing the portion of the Original Class I-A-6 Notional
Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: Any Group II Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) 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-1A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1A 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-1B Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1B 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-2A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2A hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
Exhibit F-2B Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2B hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for each
Class of Certificates is December 25, 2028, which corresponds to the "latest
possible maturity date" for purposes of Section 860G(a)(1) of the Internal
Revenue Code of 1986, as amended.
Fitch: Fitch IBCA, Inc., or its successors in interest.
Fixed Retained Yield: The fixed percentage of interest on each Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a) 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 $4,601,910.52 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Group I Adjusted Pool Amount: With respect to any Distribution Date, the
aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Group I Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates and (ii) the
principal portion of all Realized Losses (other than Debt Service Reductions)
incurred on such Mortgage Loans from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Group I Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, zero.
Group I Apportioned Interest Percentage: As to any Distribution Date and
any Class of Group I-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group I-A Certificates, the
Interest Accrual Amount and in the case of a Class of Class B Certificates, the
Apportioned Interest Accrual Amount for the Group I Apportioned Principal
Balance of such Class by (b) the Group I Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I Apportioned Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group I Class B Percentage: Any one of the Group I Class B-1 Percentage,
Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I Class B-4
Percentage, Group I Class B-5 Percentage or Group I Class B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group I Subordinated Percentage by either (i) if
any Class B Certificates (other than the Class B-1 Certificates) are eligible to
receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d) or
(ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Group I Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Prepayment
Percentage by either (i) if any Class B Certificates (other than the Class B-1
Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group I Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group I Interest Accrual Amount: As to any Distribution Date, the sum of
the Group I-A Interest Accrual Amount and the Apportioned Interest Accrual
Amounts for the Group I Apportioned Principal Balances of the Class B
Certificates.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A and
F-2A attached hereto.
Group I Net Foreclosure Profits: As to any Distribution Date, the amount,
if any, by which (i) Aggregate Group I Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to Group I
Mortgage Loans with respect to such Distribution Date.
Group I Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Group I Mortgage Loan that is an Outstanding Mortgage
Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii)
the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date, zero.
Group I Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Group I-A Certificates and Class
B Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group I Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group I Mortgage
Loan by the Seller and any Substitution Principal Amount) received by the Master
Servicer with respect to the applicable Remittance Date in the month of such
Distribution Date and any Unscheduled Principal Receipts received by the Master
Servicer on or prior to the Business Day preceding such Distribution Date, (ii)
all Periodic Advances made with respect to Group I Mortgage Loans by a Servicer
pursuant to the related Servicing Agreement or Periodic Advances with respect to
Group I Mortgage Loans made by the Master Servicer or the Trust Administrator
pursuant to Section 3.03 and (iii) all other amounts with respect to a Group I
Mortgage Loan required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trust Administrator on or prior to the Distribution Date, but excluding the
following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master Servicer
or the Trust Administrator has made one or more unreimbursed Periodic
Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular Group I
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Group I Mortgage
Loan substituted for a defective Group I Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and the unpaid
principal balance of such defective Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect
to any Group I Mortgage Loan which represents any unpaid Servicing Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group I Mortgage Loans, to the extent not covered
by clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Group I Net Foreclosure Profits;
(k) Month End Interest in respect of Group I Mortgage Loans; and
(l) the amount of any Recoveries in respect of principal with respect
to a Group I Mortgage Loan which had previously been allocated as a loss to
one or more Classes of the Class A or Class B Certificates pursuant to
Section 4.02 other than Recoveries with respect to a Group I Mortgage Loan
that are covered by the last sentence of Section 4.02(d).
Group I Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Group I Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Group I Scheduled Principal Amount: The sum for each outstanding Group I
Mortgage Loan (including each defaulted Mortgage Loan, other than a Liquidated
Loan, with respect to which the related Mortgaged Property has been acquired by
the Trust Estate) of the product of (A) the Non-PO Fraction for such Mortgage
Loan and (B) the sum of the amounts described in clauses y(i) and y(iv) of the
definition of Group I-A Non-PO Optimal Principal Amount but without such amount
being multiplied by the Class I-A Percentage.
Group I Subordinate Amount: As to any Distribution Date, the excess of (i)
the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A Non-PO
Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Group I-A Prepayment
Percentage for such date.
Group I Unscheduled Principal Amount: The sum for each outstanding Group I
Mortgage Loan (including each defaulted Mortgage Loan, other than a Liquidated
Loan, with respect to which the related Mortgaged Property has been acquired by
the Trust Estate) of the product of (A) the Non-PO Fraction for such Mortgage
Loan and (B) the sum of the amounts described in clauses y(ii) and y(iii) of the
definition of Group I-A Non-PO Optimal Principal Amount but without that amount
being multiplied by the Group I-A Prepayment Percentage.
Group II Adjusted Pool Amount: With respect to any Distribution Date, the
aggregate of the Cut-Off Date Principal Balances of the Group II Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Group II Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates and (ii) the principal portion of all
Realized Losses (other than Debt Service Reductions) incurred on such Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group II Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates and (y) the principal
portion of any Realized Loss (other than a Debt Service Reduction) incurred on
such Group II Mortgage Loan from the Cut-Off Date through the end of the month
preceding such Distribution Date.
Group II Apportioned Interest Percentage: As to any Distribution Date and
any Class of Group II-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group II-A Certificates,
the Interest Accrual Amount and in the case of a Class of Class B Certificates,
the Apportioned Interest Accrual Amount for the Group II Apportioned Principal
Balance of such Class by (b) the Group II Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II Apportioned Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group II Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount and the Group II Subordinate
Amount.
Group II Class B Percentage: Any one of the Group II Class B-1 Percentage,
Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group II Class B-4
Percentage, Group II Class B-5 Percentage or Group II Class B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class B-1
Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II Class
B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group II
Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group II Subordinated Percentage by either (i) if
any Class B Certificates (other than the Class B-1 Certificates) are eligible to
receive principal distributions for such Distribution Date in accordance with
Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal
Balance (determined as of the Determination Date preceding
such Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group II Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group II Subordinated Prepayment
Percentage by either (i) if any Class B Certificates (other than the Class B-1
Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group II Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-2 Percentage for such Distribution Date will be zero.
Group II Class B-2 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-3 Percentage for such
Distribution Date will be zero.
Group II Class B-3 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-4 Percentage for such Distribution Date will be zero.
Group II Class B-4 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Group II Class B-5 Percentage for such Distribution Date will be
zero.
Group II Class B-5 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Group II Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-6 Percentage for such Distribution Date will be zero.
Group II Class B-6 Prepayment Percentage: As to any Distribution Date,
except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a Net
Mortgage Interest Rate of less than 6.250%.
Group II Interest Accrual Amount: As to any Distribution Date, the sum of
the Group II-A Interest Accrual Amount and the Apportioned Interest Accrual
Amounts for the Group II Apportioned Principal Balances of the Class B
Certificates.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1B and
F-2B attached hereto.
Group II Net Foreclosure Profits: As to any Distribution Date, the amount,
if any, by which (i) Aggregate Group II Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to Group II
Mortgage Loans with respect to such Distribution Date.
Group II Pool Balance (Non-PO Portion): As of any Distribution Date, the
sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Group II Mortgage Loan that is an Outstanding Mortgage Loan
of the product of (i) the PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Group II-A Certificates and
Class B Certificates on such Distribution Date, which shall be the sum of (i)
all previously undistributed payments or other receipts on account of principal
and interest on or in respect of the Group II Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group II Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group II Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group II
Mortgage Loans made by the Master Servicer or the Trust Administrator pursuant
to Section 3.03 and (iii) all other amounts with respect to a Group II Mortgage
Loan required to be placed in the Certificate Account by the Servicer on or
before the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trust Administrator has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular Group
II Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group II Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers with
respect to Group II Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following
the Due Date in the month in which such Distribution Date occurs and the
difference between the unpaid principal balance of such Group II Mortgage
Loan substituted for a defective Group II Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and the unpaid
principal balance of such defective Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect
to any Group II Mortgage Loan which represents any unpaid Servicing Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group II Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be deposited
in the Certificate Account under this Agreement;
(j) Group II Net Foreclosure Profits;
(k) Month End Interest in respect of Group II Mortgage Loans; and
(l) the amount of any Recoveries in respect of principal with respect
to a Group II Mortgage Loan which had previously been allocated as a loss
to one or more Classes of the Class A or Class B Certificates pursuant to
Section 4.02 other than Recoveries with respect to a Group II Mortgage Loan
that are covered by the last sentence of Section 4.02(d).
Group II Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Group II Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Group II Subordinate Amount: As to any Distribution Date, the excess of (i)
the Group II Pool Balance (Non-PO Portion) over (ii) the Group II-A Non-PO
Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3, Class
I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-R or Class I-A-LR
Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any Class of
Group I-A Certificates (other than the Class I-A-4 and Class I-A-6
Certificates), the amount distributable to such Class of Group I-A Certificates
pursuant to Clause (i) Paragraphs first Clause (A), second Clause (A) and third
Clause (A) of Section 4.01(a). As to the Class I-A-4 Certificates, the amount
distributable to such Class pursuant to Clause (i) Paragraph third Clause (A) of
Section 4.01(a). As to the Class I-A-6, Certificates, the amount distributable
to such Class pursuant to Clause (i) Paragraphs first Clause (A) and second
Clause (A) of Section 4.01(a).
Group I-A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Class I-A Certificates with respect to such
Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any Class of
Group I-A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the Group I-A Interest Accrual Amount (determined without
regard to clause (ii) of the definition of each Interest Accrual Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Group I-A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Clause (i) Paragraph first Clause (A) of Section 4.01(a).
Group I-A Loss Denominator: As to any Determination Date, an amount equal
to the Group I-A Non-PO Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any Class of
Group I-A Certificates, the percentage calculated by dividing the Principal
Balance of such Class by the Group I-A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Group I-A Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Group I-A Interest Accrual Amount, (ii) the
Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A Non-PO
Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Group I Mortgage Loan that is an Outstanding
Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such
Mortgage Loan, and (y) the sum of:
(i) the Group I-A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Group I-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan.
Group I-A Non-PO Principal Balance: As of any date, an amount equal to the
Group I-A Principal Balance.
Group I-A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Clause (A) Paragraph third Clause (A)(1) of Section
4.01(a).
Group I-A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Group I-A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Group I Pool Balance
(Non-PO Portion). As to any Distribution Date occurring subsequent to the
Cross-Over Date, 100% or such lesser percentage which will cause the Group I-A
Non-PO Principal Balance to decline to zero following the distribution made on
such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in November 2003, 100%. As to any Distribution
Date subsequent to November 2003 to and including the Distribution Date in
November 2004, the Group I-A Percentage as of such Distribution Date plus 70% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to November 2004 to and including the Distribution
Date in November 2005, the Group I-A Percentage as of such Distribution Date
plus 60% of the Group I Subordinated Percentage as of such Distribution Date. As
to any Distribution Date subsequent to November 2005 to and including the
Distribution Date in November 2006, the Group I-A Percentage as of such
Distribution Date plus 40% of the Group I Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to November 2006 to
and including the Distribution Date in November 2007, the Group I-A Percentage
as of such Distribution Date plus 20% of the Group I Subordinated Percentage as
of such Distribution Date. As to any Distribution Date subsequent to November
2007, the Group I-A Percentage as of such Distribution Date. The foregoing is
subject to the following: (i) if the aggregate distribution to Holders of Group
I-A Certificates on any Distribution Date of the Group I-A Prepayment Percentage
provided above of (a) Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Group I-A Non-PO Principal Balance below
zero, the Group I-A Prepayment Percentage for such Distribution Date shall be
the percentage necessary to bring the Group I-A Non-PO Principal Balance to zero
and thereafter the Group I-A Prepayment Percentage shall be zero and (ii) if the
Group I-A Percentage or Group II-A Percentage as of any Distribution Date is
greater than the Original Group I-A Percentage or Original Group II-A
Percentage, respectively, the Group I-A Prepayment Percentage for such
Distribution Date shall be 100%. Notwithstanding the foregoing, with respect to
any Distribution Date on which the following criteria are not met, the reduction
of the Group I-A Prepayment Percentage described in the second through sixth
sentences of this definition of Group I-A Prepayment Percentage shall not be
applicable with respect to such Distribution Date. In such event, the Group I-A
Prepayment Percentage for such Distribution Date will be determined in
accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Group I-A
Prepayment Percentage for the Distribution Date occurring in the November
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Group I-A Prepayment Percentage for the current
Distribution Date, the current Group I-A Percentage and Group I Subordinated
Percentage shall be utilized). In order for the reduction referred to in the
second through sixth sentences to be applicable, with respect to any
Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Group I
Mortgage Loans or Group II Mortgage Loans that were delinquent 60 days or more
(including for this purpose any payments due with respect to Mortgage Loans in
foreclosure and REO Mortgage Loans) must be less than 50% of the Group I
Subordinate Amount or Group II Subordinate Amount, as applicable and (b)
cumulative Realized Losses on the Group I Mortgage Loans and the Group II
Mortgage Loans shall not exceed (1) 30% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including December 2003
and November 2004 (2) 35% of the Original Group I Subordinated Principal Balance
or Original Group II Subordinated Principal Balance if such Distribution Date
occurs between and including December 2004 and
November 2005, (3) 40% of the Original Group I Subordinated Principal Balance or
Original Group II Subordinated Principal Balance, as applicable, if such
Distribution Date occurs between and including December 2005 and November 2006,
(4) 45% of the Original Group I Subordinated Principal Balance or Original Group
II Subordinated Principal Balance, as applicable, if such Distribution Date
occurs between and including December 2006 and November 2007, and (5) 50% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
during or after December 2007. With respect to any Distribution Date on which
the Group I-A Prepayment Percentage is reduced below the Group I-A Prepayment
Percentage for the prior Distribution Date, the Master Servicer shall certify to
the Trust Administrator, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Class I-A-1 Certificates, Class I-A-2
Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5
Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-R
Certificate and Class I-A-LR Certificate.
Group I-A Shortfall Percentage: As to any Distribution Date and any Class
of Group I-A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group II-A Certificate: Any Class II-A-1, Class II-A-2 or Class II-A-PO
Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any Class
of Group II-A Certificates (other than the Class II-A-2 and Class II-A-PO
Certificates), the amount distributable to such Class of Group II-A Certificates
pursuant to Clause (i) Paragraphs first Clause (B), second Clause (B) and third
Clause (B)(1) of Section 4.01(a). As to the Class II-A-2 Certificates, the
amount distributable to such Class pursuant to Clause (i) Paragraph third Clause
(B)(1) of Section 4.01(a). As to any Distribution Date and the Class II-A-PO
Certificates, the amount distributable to the Class II-A-PO Certificates
pursuant to Clause (i) Paragraphs third Clause (B)(2) and fourth Clause (B) of
Section 4.01(a) on such Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Group II-A Certificates with
respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any Class
of Group II-A Certificates, the percentage calculated by dividing the Interest
Accrual Amount of such Class (determined without regard to clause (ii) of the
definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Group II-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Clause (i) Paragraph first Clause (B) of Section 4.01(a).
Group II-A Loss Denominator: As to any Determination Date, an amount equal
to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any Class of
Group II-A Certificates (other than the Class II-A-PO Certificates), the
percentage calculated by dividing the Principal Balance of such Class by the
Group II-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group II-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Group II-A Interest Accrual Amount, (ii) the
Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A Non-PO
Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Group II Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan, and (y) the sum of:
(i) the Group II-A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Group II-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of such
defective Mortgage Loan.
Group II-A Non-PO Principal Balance: As of any date, an amount equal to the
Group II-A Principal Balance less the Principal Balance of the Class II-A-PO
Certificates.
Group II-A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of Group II-A
Certificates pursuant to Clause (i) Paragraph third Clause (B)(1) of Section
4.01(a).
Group II-A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Group II-A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Group II Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Cross-Over Date, 100% or such lesser percentage which will cause the Group
II-A Non-PO Principal Balance to decline to zero following the distribution made
on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in November 2003, 100%. As to any Distribution
Date subsequent to November 2003 to and including the Distribution Date in
November 2004, the Group II-A Percentage as of such Distribution Date plus 70%
of the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to November 2004 to and including the Distribution
Date in November 2005, the Group II-A Percentage as of such Distribution Date
plus 60% of the Group II Subordinated Percentage as of such Distribution Date.
As to any Distribution Date subsequent to November 2005 to and including the
Distribution Date in November 2006, the Group II-A Percentage as of such
Distribution Date plus 40% of the Group II Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to November 2006 to
and including the Distribution Date in November 2007, the Group II-A Percentage
as of such Distribution Date plus 20% of the Group II Subordinated Percentage as
of such Distribution Date. As to any Distribution Date subsequent to November
2007, the Group II-A Percentage as of such Distribution Date. The foregoing is
subject to the following: (i) if the aggregate distribution to Holders of Group
II-A Certificates on any Distribution Date of the Group II-A Prepayment
Percentage provided above of (a) Unscheduled Principal Receipts distributable on
such Distribution Date would reduce the Group II-A Non-PO Principal Balance
below zero, the Group II-A Prepayment Percentage for such Distribution Date
shall be the percentage necessary to bring the Group II-A Non-PO Principal
Balance to zero and thereafter the Group II-A Prepayment Percentage shall be
zero and (ii) if the Group I-A Percentage or Group II-A Percentage as of any
Distribution Date is greater than the Original Group I-A Percentage or Original
Group II-A Percentage, respectively, the Group II-A Prepayment Percentage for
such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Group II-A Prepayment Percentage described in the second
through sixth sentences of this definition of Group II-A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Group II-A
Prepayment Percentage for such Distribution Date will be determined in
accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Group II-A
Prepayment Percentage for the Distribution Date occurring in the November
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Group II-A Prepayment Percentage for the current
Distribution Date, the current Group II-A Percentage and Group II Subordinated
Percentage shall be utilized). In order for the reduction referred to in the
second through sixth sentences to be applicable, with respect to any
Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Group I
Mortgage Loans or Group II Mortgage Loans that were delinquent 60 days or more
(including for this purpose any payments due with respect to Mortgage Loans in
foreclosure and REO Mortgage Loans) must be less than 50% of the Group I
Subordinate Amount or Group II Subordinate Amount, as applicable and (b)
cumulative Realized Losses on the Group I Mortgage Loans or the Group II
Mortgage Loans shall not exceed (1) 30% of the Original Group I Subordinated
Principal Balance or Original Group II Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including December 2003
and November 2004 (2) 35% of the Original Group I Subordinated Principal Balance
or Original Group II Subordinated Principal Balance if such Distribution Date
occurs between and including December 2004 and November 2005, (3) 40% of the
Original Group I Subordinated Principal Balance or Original Group II
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including December 2005 and November 2006, (4) 45% of the Original
Group I Subordinated Principal Balance or Original Group II Subordinated
Principal Balance, as applicable, if such Distribution Date occurs between and
including December 2006 and November 2007, and (5) 50% of the Original Group I
Subordinated Principal Balance or Original Group II Subordinated Principal
Balance, as applicable, if such Distribution Date occurs during or after
December 2007. With respect to any Distribution Date on which the Group II-A
Prepayment Percentage is reduced below the Group II-A Prepayment Percentage for
the prior Distribution Date, the Master Servicer shall certify to the Trust
Administrator, based upon information provided by each Servicer as to the
Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Class II-A-1 Certificates, Class II-A-2
Certificates and Class II-A-PO Certificates.
Group II-A Shortfall Percentage: As to any Distribution Date and any Class
of Group II-A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Group II-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master
Servicer or any Servicer or in an affiliate of either, and (iii) is not
connected with the Seller, the Master Servicer or any Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class of Class
A Certificates (other than the Class I-A-4, Class I-A-6, Class II-A-2 and Class
II-A-PO Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through
Rate for such Class and (b) the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the sum of (A)
the Group I Apportioned Interest Percentage or Group II Apportioned Interest
Percentage, as applicable, of such Class of the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
attributable to Group I Mortgage Loans or Group II Mortgage Loans, respectively,
with respect to such Distribution Date pursuant to Section 4.02(e), (B) the
Group I-A Interest Percentage or Group II-A Interest Percentage of the interest
portion of any Realized Losses (other than Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses) allocated to the Group I-A
Certificates or Group II-A Certificates, as applicable, on or after the
Cross-Over Date pursuant to Section 4.02(e) and (C) the Group I-A Interest
Percentage or Group II-A Interest Percentage of such Class of any Non-Supported
Interest Shortfall allocated to the Class A Certificates with respect to such
Distribution Date. As to any Distribution Date and the Class I-A-6 Certificates,
the Class I-A-6 Interest Accrual Amount. The Class I-A-4, Class II-A-2 and Class
II-A-PO Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the sum of (A) the Class B Interest Percentage of
such Class of any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (B) the Group I
Apportioned Interest Percentage or Group II Apportioned Interest Percentage, as
applicable, of such Class of the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses attributable to the
Group I Mortgage Loans or Group II Mortgage Loans, respectively, with respect to
such Distribution Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the
applicable Servicer determines that all Liquidation Proceeds which it expects to
recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(aa).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans (other than Fixed Retained
Yield), such amounts as shall from time to time be held in the Certificate
Account (other than Fixed Retained Yield), the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.23.
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 and Norwest Bank, as Master 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 100sm Pledge Agreement: As defined in the MLCC Servicing
Agreement.
Month End Interest: As defined in each Servicing Agreement.
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage 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 Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trust Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1A, F-1B, F-2A and F-2B 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) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee;
(xvi) Fixed Retained Yield, if applicable; and
(xvii) for each Exhibit F-2A Mortgage Loan and Exhibit F-2B
Mortgage Loan, the name of the Servicer with respect
thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.22 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.23 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Group I Mortgage Loan will be 1.00 and
with respect to any Group II Mortgage Loan, the lesser of (i) 1.00 and (ii) the
quotient obtained by dividing the Net Mortgage Interest Rate for such Mortgage
Loan by 6.250%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the
Servicer delivered to the Master Servicer for redelivery to the Trust
Administrator or, in the case of a Master Servicer or a Trust Administrator
determination, an Officer's Certificate of the Master Servicer or Trust
Administrator delivered to the Trustee, in each case detailing the reasons for
such determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Group I-A Certificates and Group II-A
Certificates according to the percentage obtained by dividing the Group I-A
Principal Balance or Group II-A Principal Balance, as applicable, by the
Aggregate Non-PO Principal Balance and (b) the Class B Certificates according to
the percentage obtained by dividing the Class B Principal Balance by the
Aggregate Non-PO Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1A Mortgage Loans and Exhibit F-1B 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 or to the Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B Certificates
and any Distribution Date, an Optimal Adjustment Event will occur with respect
to such Class if: (i) the Principal Balance of such Class on the Determination
Date succeeding such
Distribution Date would have been reduced to zero (regardless of whether such
Principal Balance was reduced to zero as a result of principal distribution or
the allocation of Realized Losses) and (ii) (a) the Principal Balance of any
Class of Class A Certificates would be subject to further reduction as a result
of the third or sixth sentences of the definition of Principal Balance or (b)
the Principal Balance of a Class of Class B Certificates with a lower numerical
designation would be reduced with respect to such Distribution Date as a result
of the application of clause (ii) of the definition of Class B-1 Principal
Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.
Original Aggregate Non-PO Principal Balance. The Aggregate Non-PO Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.08.
Original Class I-A-6 Notional Amount: The Original Class I-A-6 Notional
Amount, as set forth in Section 11.06.
Original Group I Subordinated Principal Balance: The aggregate of the Group
I Apportioned Principal Balances of the Class B Certificates as of the Cut-Off
Date, as set forth in Section 11.10.
Original Group II Subordinated Principal Balance: The aggregate of the
Group II Apportioned Principal Balances of the Class B Certificates as of the
Cut-Off Date, as set forth in Section 11.11.
Original Group I-A Percentage: The Group I-A Percentage as of the Cut-Off
Date, as set forth in Section 11.03.
Original Group II-A Percentage: The Group I-A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.09.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance. The
Original Class B-1 Fractional Interest is specified in Section 11.13.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the Original Aggregate
Non-PO Principal Balance. The Original Class B-2 Fractional Interest is
specified in Section 11.14.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the Original Aggregate Non-PO Principal Balance. The
Original Class B-3 Fractional Interest is specified in Section 11.15.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the Original Aggregate
Non-PO Principal Balance. The Original Class B-4 Fractional Interest is
specified in Section 11.16.
Original Class B-5 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-6 Principal Balance by
the Original Aggregate Non-PO Principal Balance. The Original Class B-5
Fractional Interest is specified in Section 11.17.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.12.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.12.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.12.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.12.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.12.
Original Principal Balance: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.12.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust Administrator (or
the Custodian, if any) for each Mortgage Loan that contains the documents
specified in the Servicing Agreements or, in the case of each Mortgage Loan
serviced by Bank United or 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 Trust Administrator,
as agent for the Master Servicer, to make distributions to Certificateholders
with respect to the Certificates and to forward to Certificateholders the
periodic and annual statements required by Section 4.04. The Paying Agent may be
any Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee or the Trust
Administrator. The initial Paying Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than
Class I-A-6 Certificates), the undivided percentage interest obtained by
dividing the original principal balance of such Certificate by the Original
Principal Balance of such Class of Class A Certificates. With respect to a Class
I-A-6 Certificate, the undivided percentage interest obtained by dividing the
Original Class I-A-6 Notional Amount evidenced by such Certificate
by the Original Class I-A-6 Notional Amount of such Class. With respect to a
Class B Certificate, the undivided percentage interest obtained by dividing the
original principal balance of such Certificate by the Original Principal Balance
of such Class of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan or any Group I Mortgage Loan, zero.
Pool Scheduled Principal Balance: The sum of the Group I Pool Scheduled
Principal Balance and Group II Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Prepayment Shift Percentage
------------------------------ ---------------------------
December 1998 through November 2003................... 0%
December 2003 through November 2004................... 30%
December 2004 through November 2005................... 40%
December 2005 through November 2006................... 60%
December 2006 through November 2007................... 80%
December 2007 and thereafter.......................... 100%
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class
B-6 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for such Class of Class B Certificates shall equal the difference between (i)
the amount that would have been distributed to such Class as principal in
accordance with Section 4.01(a) for such Distribution Date, calculated without
regard to such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any Class
of Class A Certificates (other than the Class I-A-6 Certificates), the Original
Principal Balance of such Class. As of any subsequent Determination Date prior
to the Cross-Over Date and as to any Class of Class A Certificates (other than
the Class I-A-6 and Class II-A-PO Certificates), the Original Principal Balance
of such Class less the sum of (a) all amounts previously distributed in respect
of such Class on prior Distribution Dates (i) pursuant to Clause (i) Paragraph
third clause (B)(1) of Section 4.01(a), (ii) pursuant to Clause (iv) of Section
4.01(b) and (iii) 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 Group I-A Loss Percentage or Group II-A Loss Percentage, as applicable, of
such Class and the excess, if any, of (i) the Group I Non-PO Principal Balance
or Group II Non-PO Principal Balance, as applicable, as of such Determination
Date without regard to this sentence over (ii) the difference between (A) the
Group I Adjusted Pool Amount or Group II Adjusted Pool Amount, as applicable for
the preceding Distribution Date and (B) the Group I Adjusted Pool Amount (PO
Portion) or Group II Adjusted Pool Amount (PO Portion), as applicable, for the
preceding Distribution Date.
The Class I-A-6 Certificates are interest-only Certificates and have no
Principal Balance.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class II-A-PO Certificates, the Original Principal Balance of such Class
less the sum of (a) all amounts previously distributed in respect of the Class
II-A-PO Certificates on prior
Distribution Dates pursuant to Clause (i) Paragraphs third clause (B)(2) and
fourth Clause (B) of Section 4.01(a), as applicable, and (b) the Realized Losses
allocated through such Determination Date to Class II-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 Group II Adjusted Pool Amount (PO Portion), as
applicable, for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date means the lesser of (i) the
Principal Balance of the Class I-A-3 Certificates and (ii) the sum of (A) the
product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the
Group I Scheduled Principal Amount and (B) the product of (1) the Priority
Percentage, (2) the Prepayment Shift Percentage, and (3) the Group I Unscheduled
Principal Amount.
Priority Percentage: The Principal Balance of the Class I-A-3 Certificates
divided by the Group I Pool Balance (Non-PO Portion).
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
Moody's and Fitch. The Rating Agency for the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trust Administrator and the Master Servicer. References
herein to the highest short-term rating category of a Rating Agency shall mean
P-1+ in the case of Moody's and F-1+ in the case of Fitch and in the case of any
other Rating Agency shall mean its equivalent of such ratings. References herein
to the highest long-term rating categories of a Rating Agency shall mean AAA and
in the case of any other Rating Agency shall mean its equivalent of such rating
without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
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 or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Integrated Structured Assets, Inc., or its successor in
interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, Bank United, North American Mortgage
Company, HomeSide Lending, National City Mortgage Co., First Union Mortgage Co.,
FT Mortgage Companies, Banc One Mortgage Corporation and Xxxxxxx Xxxxx Credit
Corporation, as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.22.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
------------------------------ ----------------
December 1998 through November 2003................... 0%
December 2003 and thereafter.......................... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.21.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee, the Trust Administrator or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$2,300,955.26 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trust Administrator. On and or after the Cross-Over Date, the Special
Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area
in the State of California by the outstanding principal balance of all the
Mortgage Loans as of the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
Surety Bond: As defined in the MLCC Servicing Agreement.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Account (other than any Fixed
Retained Yield), the rights of the Trust Administrator, on behalf of the
Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement, property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
Trustee: United States Trust Company of New York, or any successor trustee
appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest Shortfalls,
the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid Interest
Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid
Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class B-6
Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than the
Class I-A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class I-A-6 Certificates
will be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Group I-A
Principal Balance, the Group II-A Principal Balance and the Class B Principal
Balance. Each Certificateholder of a Class will have a Voting Interest equal to
the product of the Voting Interest to which such Class is collectively entitled
and the Percentage Interest in such Class represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class of Certificates or specified Classes of
Certificates, each Certificateholder of a Class will have a Voting Interest in
such Class equal to such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
SECTION 1.02. ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Trust Administrator. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee and the Trust Administrator, if
made in the manner provided in this Section 1.02. The Trustee shall promptly
notify the Master Servicer in writing of the receipt of any such instrument or
writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee or the Trust Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
SECTION 1.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04. BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates 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 Trust Administrator, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trust Administrator promptly following its recordation, but in no event
later than one (1) year following the Closing Date. The Seller shall also cause
to be delivered to the Trust Administrator any other original mortgage loan
document to be included in the Owner Mortgage Loan File if a copy thereof has
been delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trust Administrator within one (1) year following the
Closing Date any original Mortgage or assignment of a Mortgage not delivered to
the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trust Administrator the assignment of the Mortgage Loan from
the Seller to the Trustee's in a form suitable for recordation, together with an
Opinion of Counsel to the effect that recording is not
required to protect the Trustee's right, title and interest in and to the
related Mortgage Loan or, in case a court should recharacterize the sale of the
Mortgage Loans as a financing, to perfect a first priority security interest in
favor of the Trustee in the related Mortgage Loan. In the event that the Master
Servicer receives notice that recording is required to protect the right, title
and interest of the Trustee in and to any such Mortgage Loan for which
recordation of an assignment has not previously been required, the Master
Servicer shall promptly notify the Trust Administrator and the Trust
Administrator shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trust Administrator)
of its receipt of such notice deliver each previously unrecorded assignment to
the related Servicer for recordation.
SECTION 2.02. ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee, acknowledges receipt of
the Mortgage Notes, the Mortgages, the assignments and other documents required
to be delivered on the Closing Date pursuant to Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate less any Fixed Retained Yield through the last day
of the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trust Administrator and the Substitution Principal Amount, together with (i)
interest on such Substitution Principal Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan which is being
substituted for and (ii) an amount equal to the aggregate amount of unreimbursed
Periodic Advances in respect of interest previously made by the Servicer, the
Master Servicer or the Trust Administrator with respect to such Mortgage Loan,
shall be deposited in the Certificate Account. The Monthly Payment on the
Substitute Mortgage Loan for the Due Date in the month of substitution shall not
be part of the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders or the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the Trust Administrator to give any notice
contemplated herein within forty-five (45) days after the execution of this
Agreement shall not affect or relieve the Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a Custodial Agreement substantially
in the form of Exhibit E hereto pursuant to which the Trust Administrator
appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments
and other documents related to the Mortgage Loans received by the Trust
Administrator, as agent for the Trustee in trust for the benefit of all present
and future Certificateholders, which may provide, among other things, that the
Custodian shall conduct the review of such documents required under the first
paragraph of this Section 2.02.
SECTION 2.03. REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND THE
SELLER.
(a) The Master Servicer hereby represents and warrants to the Trustee and
the Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation;
and any security agreement, chattel mortgage or equivalent document related
to, and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on the
property described therein and the Seller has full right to sell and assign
the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trust Administrator or the
Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law); and, to the best of the Seller's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except (A) any Mortgage Loan identified on the
Mortgage Loan Schedule as a T.O.P. Mortgage Loan and (B) any Mortgage Loan
secured by a Mortgaged Property located in any jurisdiction, as to which an
opinion of counsel of the type customarily rendered in such jurisdiction in
lieu of title insurance is instead received) is covered by an American Land
Title Association mortgagee title insurance policy or other generally
acceptable form of policy or insurance acceptable to FNMA or FHLMC, issued
by a title insurer acceptable to FNMA or FHLMC insuring the originator, its
successors and assigns, as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan and subject only to (A)
the lien of current real property taxes and assessments not yet due and
payable, (B) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of
such Mortgage acceptable to mortgage lending institutions in the area in
which the Mortgaged Property is located or specifically referred to in the
appraisal performed in connection with the origination of the related
Mortgage Loan, (C) liens created pursuant to any federal, state or local
law, regulation or ordinance affording liens for the costs of clean-up of
hazardous substances or hazardous wastes or for other environmental
protection purposes and (D) such other matters to which like properties are
commonly subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trust Administrator, on behalf of the
Trustee, of the Seller's interest in such mortgagee title insurance policy
does not require any consent of or notification to the insurer which has
not been obtained or made, such mortgagee title insurance policy is in full
force and effect and will be in full force and effect and inure to the
benefit of the Trust Administrator, on behalf of the Trustee, no claims
have been made under such mortgagee title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage Note
or Mortgage unenforceable, in whole or in part, or subject it to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not more than 360
months;
(xx) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation
arising from any bankruptcy, insolvency or other law for the relief of
debtors), and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in such
trust will not diminish any rights as a creditor including the right to
full title to the Mortgaged Property in the event foreclosure proceedings
are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide the
holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b) allow
the termination of the lease in the event of damage or destruction as long
as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of insurance) under the hazard
insurance policy or policies relating to the Mortgaged Property or (d)
permit any increase in rent other than pre-established increases set forth
in the lease; (4) the original term of such lease is not less than 15
years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates
in transferring ownership in residential properties is a widely accepted
practice;
Notwithstanding the foregoing, no representations or warranties are made by
the Seller as to the environmental condition of any Mortgaged Property; the
absence, presence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the
Trust Administrator and shall inure to the benefit of the Trust Administrator,
on behalf of the Trustee, notwithstanding any restrictive or qualified
endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trust
Administrator, the Trustee or the Custodian that any of the representations and
warranties made in subsection (b) above is not accurate (referred to herein as a
"breach") and that such breach materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee, or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
SECTION 2.04. EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Owner Mortgage Loan Files to it, and, concurrently
with such delivery, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
SECTION 2.05. DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY AND
LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates (other
than the Class I-A-R and Class I-A-LR Certificates) and the Classes of Class B
Certificates as classes of "regular interests" and the Class I-A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Seller hereby further designates the Class I-A-L1 Interest,
Class I-A-L2 Interest, Class I-A-L6 Interest, Class I-A-LUR Interest, Class
II-A-LI Interest, Class II-A-LPO Interest, Class B-L1 Interest, Class B-L2
Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and
Class B-L6 Interest as classes of "regular interests" and the Class I-A-LR
Certificate as the single class of "residual interest" in the Lower-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier
REMIC and Lower-Tier REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the Upper-Tier REMIC
and Lower-Tier REMIC is December 25, 2028 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 Trust Administrator, if any and any amounts deemed received
by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services
rendered under this Agreement. The amount of any losses incurred in respect of
any such investments shall be deposited in the Certificate Account by the Master
Servicer out of its own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02. PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such right
to reimbursement pursuant to this subclause (i) being limited to amounts
received on or in respect of particular Mortgage Loans (including, for this
purpose, Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale, repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's Servicing
Agreement, provided such expenses are "unanticipated" within the meaning of
the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master Servicing
Fee or Servicing Fee (as adjusted pursuant to the related Servicing
Agreement) and any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on account
of interest or other recovery (including Net REO Proceeds) with respect to
a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such
Mortgage Loan bears to the Mortgage Interest Rate shall be allocated to the
Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
SECTION 3.03. ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In addition, if under the terms
of an Other Servicing Agreement, the applicable Servicer is not required to make
Periodic Advances on a Mortgage Loan or REO Mortgage Loan through the
liquidation of such Mortgage Loan or REO Mortgage Loan, the Master Servicer to
the extent provided hereby shall make the Periodic Advances thereon during the
period the Servicer is not obligated to do so. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder, including any amount the Master Servicer is
required to advance pursuant to the second sentence of this Section 3.03(a) and
(iv) whether the Master Servicer has determined that it reasonably believes that
such Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trust Administrator
that such failure
has occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be entitled
to be reimbursed from the Certificate Account for any Periodic Advance made by
it under Section 3.03(a) to the extent described in Section 3.02(a)(i) and
(a)(ii). The Master Servicer and the Trust Administrator shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant to
Section 3.03(b). The Master Servicer shall diligently pursue restoration of such
amount to the Certificate Account from the related Servicer. The Master Servicer
shall, to the extent it has not already done so, upon the request of the Trust
Administrator, withdraw from the Certificate Account and remit to the Trust
Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04. TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF OWNER MORTGAGE
LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public Trust Administrator or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of a
Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05. REPORTS TO THE TRUST ADMINISTRATOR; ANNUAL COMPLIANCE
STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06. TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07. AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF STANDARD
PROVISIONS.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any amendment
or supplement to a Servicing Agreement proposed by the Master Servicer pursuant
to Section 3.07(a), which consent and amendment shall not require the consent of
any Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee and
the Trust Administrator of (i) an Opinion of Counsel to such effect or (ii)
written notification from each Rating Agency to the effect that such amendment
or supplement will not result in reduction of the current rating assigned by
that Rating Agency to the Certificates. Notwithstanding the two immediately
preceding sentences, either the Trustee or the Trust Administrator may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee, or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08. OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Trust Administrator's and the Certificateholders' reliance on the Master
Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venture, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option, 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. The purchase price for any such Mortgage Loan shall
be 100% of the unpaid principal balance of such Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate for such Mortgage Loan, through
the last day of the month in which such repurchase occurs. Upon the receipt of
such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage
Loan File. Neither the Trust Administrator, the Master Servicer nor any
Servicer, acting on behalf of the Trust Administrator, shall provide financing
from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant
to the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
Additional Collateral may be liquidated and the proceeds applied to cover
any shortfalls upon the liquidation of a Mortgaged Property; provided, however,
that the Trust Estate in no event shall acquire ownership of the Additional
Collateral unless the Trust Administrator shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as two separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09. TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that
(i) Norwest Mortgage fails to make any advance, as a consequence of which the
Trust Administrator is obligated to make an advance pursuant to Section 3.03 and
(ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator shall
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation,
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
such Servicing Agreement at the direction of the Master Servicer. In addition,
the Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorney's fees) arising out of, or assessed against the
Trustee in connection with the termination of the Norwest Servicing Agreement as
provided in the second preceding sentence. If the Trustee terminates such
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10. APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds received
from a Servicer shall be allocated first to accrued and unpaid interest on the
related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11. 1934 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class II-A-PO
Certificates) and the Class B-1, Class B-2 and Class B-3 Certificates pursuant
to the Securities Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01. DISTRIBUTIONS.
(a) On each Distribution Date, the Group I Pool Distribution Amount and
Group II Pool Distribution Amount will be applied in the following amounts, to
the extent the Group I Pool Distribution Amount and Group II Pool Distribution
Amount are sufficient therefor, in the manner and in the order of priority as
follows, subject to adjustment in accordance with Section 4.01(b)(iii) below:
(i) with respect to the Group I-A Certificates and Group II-A Certificates,
from the Group I Pool Distribution Amount and Group II Pool Distribution Amount,
respectively, as follows:
first, (A) to the Classes of Group I-A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the
Group I-A Interest Accrual Amount with respect to such Distribution Date or (B)
to the Classes of Group II-A Certificates, pro rata, based upon their respective
Interest Accrual Amounts, in an aggregate amount up to the Group II-A Interest
Accrual Amount with respect to such Distribution Date;
second, (A) to the Classes of Group I-A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate amount up
to the Aggregate Group I-A Unpaid Interest Shortfall or (B) to the Classes of
Group II-A Certificates, pro rata, based upon their respective Class A Unpaid
Interest Shortfalls, in an aggregate amount up to the Aggregate Group II-A
Unpaid Interest Shortfall;
third, (A) to the Classes of Group I-A Certificates in an aggregate amount
up to the Group I-A Non-PO Optimal Principal Amount, such distribution to be
allocated among such Classes in accordance with Section 4.01(b)(i) or Section
4.01(c), as applicable, or (B) concurrently, to the Group II-A Certificates
(other than the Class II-A-PO Certificates) and the Class II-A-PO Certificates,
pro rata, based on their respective Group II-A Non-PO Optimal Principal Amount
and Class II-A-PO Optimal Principal Amount, (1) to the Classes of Group II-A
Certificates (other than the Class II-A-PO Certificates), in an aggregate amount
up to the Group II-A Non-PO Optimal Principal Amount, such distribution to be
allocated among such Classes in accordance with Section 4.01(b)(ii) or Section
4.01(c), as applicable, and (2) to the Class II-A-PO Certificates in an amount
up to the Class II-A-PO Optimal Principal Amount;
fourth, to the Class II-A-PO Certificates in an amount up to the Class
II-A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Clause (ii) Paragraph fourth) first to the Class B-6 Certificates pursuant
to Clause (ii) Paragraph
eighteenth, below, second to the Class B-5 Certificates pursuant to Clause (ii)
Paragraph fifteenth, below, third to the Class B-4 Certificates pursuant to
Clause (ii) Paragraph twelfth, below, fourth to the Class B-3 Certificates
pursuant to Clause (ii) Paragraph ninth, below, fifth to the Class B-2
Certificates pursuant to Clause (ii) Paragraph sixth below, and sixth to the
Class B-1 Certificates pursuant to Clause (ii) Paragraph third below; provided,
however, to the extent necessary to reduce the Class II-A-PO Deferred Amount to
zero, any amounts otherwise distributable to a Class of Class B Certificates
will be allocated to the Class II-A-PO Deferred Amount; and
(ii) to the Class B Certificates, from the Group I Pool Distribution Amount
and Group II Distribution Amount, subject to Section 4.01(b)(iii), as follows:
first, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
second, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
third, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1 Certificates pursuant to this Clause (ii) Paragraph third will be
reduced by the amount, if any, that would have been distributable to the Class
B-1 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Clause (i) Paragraph fourth above;
fourth, to the Class B-2 Certificates in an amount up to the Interest
Accrual Amount for the Class B-2 Certificates with respect to such Distribution
Date;
fifth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
sixth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Clause (ii) Paragraph sixth will be
reduced by the amount, if any, that would have been distributable to the Class
B-2 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Clause (i) Paragraph fourth above;
seventh, to the Class B-3 Certificates in an amount up to the Interest
Accrual Amount for the Class B-3 Certificates with respect to such Distribution
Date;
eighth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
ninth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Clause (ii) Paragraph ninth will be
reduced by the amount, if any,
that would have been distributable to the Class B-3 Certificates hereunder used
to pay the Class II-A-PO Deferred Amount as provided in Clause (i) Paragraph
fourth above;
tenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such Distribution
Date;
eleventh, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
twelfth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Clause (ii) Paragraph twelfth will
be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class II-A-PO Deferred Amount
as provided in Clause (i) Paragraph fourth above;
thirteenth, to the Class B-5 Certificates in an amount up to the Interest
Accrual Amount for the Class B-5 Certificates with respect to such Distribution
Date;
fourteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Unpaid Interest Shortfall;
fifteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-5 Certificates pursuant to this Clause (ii) Paragraph fifteenth will
be reduced by the amount, if any, that would have been distributable to the
Class B-5 Certificates hereunder used to pay the Class II-A-PO Deferred Amount
as provided in Clause (i) Paragraph fourth above;
sixteenth, to the Class B-6 Certificates in an amount up to the Interest
Accrual Amount for the Class B-6 Certificates with respect to such Distribution
Date;
seventeenth, to the Class B-6 Certificates in an amount up to the Class B-6
Unpaid Interest Shortfall;
eighteenth, to the Class B-6 Certificates in an amount up to the Class B-6
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-6 Certificates pursuant to this Clause (ii) Paragraph eighteenth
will be reduced by the amount, if any, that would have been distributable to the
Class B-6 Certificates hereunder used to pay the Class II-A-PO Deferred Amount
as provided in Clause (i) Paragraph fourth above; and
nineteenth, to the Holder of the Class I-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
I-A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class (other than the Class I-A-R or Class I-A-LR Certificates)
has been reduced to zero,
such Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
In addition, Group I Net Foreclosure Profits and Group II Net Foreclosure
Profits, if any, with respect to such Distribution Date minus any portion
thereof payable to a Servicer pursuant to Section 3.02(ix) hereof shall be
distributed to the Holder of the Class I-A-LR Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class I-A-6 and
Class II-A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their outstanding Principal Balances.
(aa) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest shall receive distributions in respect of interest in an
amount equal to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as
the case may be, in respect of its Corresponding Upper-Tier Class or Classes, in
each case to the extent actually distributed thereon. Such amounts distributed
to the Uncertificated Lower-Tier Interests in respect of principal and interest
with respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest equals the Principal Balances of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class I-A-L1 Interest, Class
I-A-L2 Interest, Class I-A-L6 Interest, Class I-A-LUR, Class II-A-LI, Class B-L1
Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class
B-L5 Interest and Class B-L6 Interest shall be 6.250% per annum. The Class
II-A-LPO Interest is a principal-only interest and is not entitled to
distributions of interest. Any Non-Supported Interest Shortfalls will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
(b) The Class I-A-6 Certificates are interest-only Certificates and are not
entitled to distributions in respect of principal.
(i) On each Distribution Date prior to the Cross-Over Date, the Group
I-A Non-PO Principal Distribution Amount will be allocated and distributed
in reduction of the Principal Balances of the Classes of Group I-A
Certificates as follows:
first, to the Class I-A-3 Certificates, up to its Priority Amount for
such Distribution Date;
second, sequentially, to the Class I-A-R and Class I-A-LR
Certificates, until the Principal Balance of each such Class has been
reduced to zero;
third, concurrently, to the Class I-A-1 and Class I-A-7 Certificates,
pro rata, until the Principal Balance of each such Class has been reduced
to zero;
fourth, concurrently, as follows:
(A) 89.0000000000%, sequentially, as follows:
(i) to the Class I-A-2 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(ii) to the Class I-A-5 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(B) 10.7142857143% to the Class I-A-4 Certificates, until the
Principal Balance thereof has been reduced to zero; and
fifth, to the Class I-A-3 Certificates, without regard to the Priority
Amount, until the Principal Balance thereof has been reduced to zero.
(ii) On each Distribution Date prior to the Cross-Over-Date, the Group II-A
Non-PO Principal Distribution Amount will be distributed concurrently, to the
Class II-A-1 Certificates and the Class II-A-2 Certificates, pro rata, until the
Principal Balance of each such Class has been reduced to zero.
(iii) Notwithstanding the foregoing, (X) on any Distribution Date occurring
prior to the Cross-Over Date but on or after the date on which the Principal
Balances of the Group I-A Certificates or the Principal Balances of the Group
II-A Certificates (other than the Class II-A-PO Certificates) have been reduced
to zero and on which (a) the Aggregate Subordinate Percentage for such
Distribution Date is less than 200% of the Original Aggregate Subordinate
Percentage or (b) the aggregate outstanding principal balance of the Mortgage
Loans in either Loan Group delinquent 60 days or more over the preceding six
months as a percentage of the related Group Subordinate Amount is greater than
or equal to 50%, the remaining Class or Classes of Class A Certificates (other
than the Class II-A-PO Certificates) will be entitled to receive as principal,
in addition to any principal payments described in Section 4.01(a) above, in
accordance with the priorities set forth in Section 4.01(b)(i) or (ii) above and
until the Principal Balance of each such Class of Class A Certificates has been
reduced to zero, amounts otherwise distributable (without regard to this Clause
(iv)) first to the Class B-6 Certificates pursuant to Clause (ii) Paragraph
eighteenth above, second to the Class
B-5 Certificates pursuant to Clause (ii) Paragraph fifteenth above, third to the
Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth above, fourth
to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth above,
fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth
above and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph
third above but in each case only up to the applicable Apportioned Class B
Principal Distribution Amount for such Class of Class B Certificates and (Y) if
on any Distribution Date the Group I-A Non-PO Principal Balance or Group II-A
Non-PO Principal Balance (after giving effect to all distributions on such
Distribution Date) is greater than the Group I-A Pool Balance (Non-PO Portion)
or Group II-A Pool Balance (Non-PO Portion), respectively (the Group I-A
Certificates or Group II-A Certificates, as applicable, in such instance, the
"Undercollateralized Group"), the Class A Certificates (other than the Class
II-A-PO Certificates) of the Undercollateralized Group will be entitled to
receive first in respect of any Class A Unpaid Interest Shortfalls therefor
(including any Group I Interest Shortfall Amount or Group II Interest Shortfall
Amount, as applicable, arising on such Distribution Date) and second as
principal, in addition to any principal payments described in Section 4.01(a)
above, in accordance with the priorities set forth in Section 4.01(b)(i) or (ii)
above and until the aggregate Principal Balance of the Class A Certificates
(other than the Class II-A-PO Certificates) of the Undercollateralized Group
equals the Group I Pool Balance (Non-PO Portion) or Group II Pool Balance
(Non-PO Portion), as applicable (such amount, the "Undercollateralized Amount"),
all amounts otherwise distributable (without regard to this Clause (iii)) first
to the Class B-6 Certificates pursuant to Clause (ii) Paragraph eighteenth
above, second to the Class B-5 Certificates pursuant to Clause (ii) Paragraph
fifteenth above, third to the Class B-4 Certificates pursuant to Clause (ii)
Paragraph twelfth above, fourth to the Class B-3 Certificates pursuant to Clause
(ii) Paragraph ninth above, fifth to the Class B-2 Certificates pursuant to
Clause (ii) Paragraph sixth above and sixth to the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third above (less any amounts used to pay any
Class II-A-PO Deferred Amounts).
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, (x) the Group I-A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Group I-A
Certificates and (y) the Group II-A Non-PO Principal Distribution Amount shall
be distributed among the Classes of Group II-A Certificates (other than the
Class II-A-PO Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or the priorities
set forth in Section 4.01(b)(ii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Group I Class B Prepayment
Percentage and Group II Class B Prepayment Percentage of any affected Class of
Class B Certificates for such Distribution Date beginning with the affected
Class with the lowest numerical Class designation and then, if necessary, the
Group I Class B Percentage and Group II Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Group I Subordinated Prepayment Percentage and Group II
Subordinated Prepayment Percentages and Group I Subordinated Percentage and
Group II Subordinated Percentage in such computations the difference between (A)
the Group I Subordinated Prepayment Percentage or Group II Subordinated
Prepayment Percentage or Group I Subordinated Percentage or Group II
Subordinated Percentage, as the case may be, and (B) the percentages determined
in accordance with the preceding sentence necessary to bring the Principal
Balances of the affected Classes of Class B Certificates to zero; provided,
however, that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be reduced to
zero on such Distribution Date, the Group I Class B Prepayment Percentage, Group
II Class B Prepayment Percentage, Group I Class B Percentage and Group II Class
B Percentage of the Class of Class B Certificates with the lowest numerical
Class designation which would otherwise be ineligible to receive distributions
of principal in accordance with this Section shall equal the remainder of the
Group I Subordinated Prepayment Percentage and Group II Subordinated Prepayment
Percentage for such Distribution Date minus the sum of the Group I Class B
Prepayment Percentages and Group II Class B
Prepayment Percentages of the Classes of Class B Certificates having lower
numerical Class designations, if any, and the remainder of the Group I
Subordinated Percentage and Group II Subordinated Percentage for such
Distribution Date minus the sum of the Group I Class B Percentages and Group II
Class B Percentages of the Classes of Class B Certificates having lower
numerical Class designations, if any, respectively. Any entitlement of any Class
of Class B Certificates to principal payments solely pursuant to this clause
(ii) shall not cause such Class to be regarded as being eligible to receive
principal distributions for the purpose of applying the definition of its Group
I Class B Percentage, Group II Class B Percentage, Group II Class B Prepayment
Percentage or Group II Class B Prepayment Percentage.
(e) The Trust Administrator shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class I-A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class I-A-LR
Certificate and all other amounts distributable to the Class I-A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class I-A-LR Certificateholder) on
the preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.20, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class I-A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Group I-A Distribution
Amount or Group II-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class I-A-6,
Class I-A-R or Class I-A-LR Certificates) or the Principal Balance of any Class
of Class B Certificates would be reduced to zero, as in the case of the Class
I-A-6 Certificates, the Class I-A-6 Notional Amount would be reduced to zero,
the Master Servicer shall, as soon as practicable after the Determination Date
relating to such Distribution Date, send a notice to the Trust Administrator.
The Trust Administrator will then send a notice to each Certificateholder of
such Class with a copy to the Certificate Registrar, specifying that the final
distribution with respect to such Class will be made on such Distribution Date
only upon the presentation and surrender of such Certificateholder's
Certificates at the office or agency of the Trust Administrator therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
SECTION 4.02. ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) occurring with respect
to Group I Mortgage Loans and Group II Mortgage Loans will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal Balance
has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero; and
seventh, (i) with respect to such losses occurring with respect to Group I
Mortgage Loans, to the Group I-A Certificates based on the Non-PO Fraction of
such Mortgage Loans and (ii) with respect to such losses occurring with respect
to Group II Mortgage Loans, concurrently, to the Group II-A Certificates (other
than the Class II-A-PO Certificates) and Class II-A-PO Certificates, pro rata,
based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans,
respectively.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Group II Mortgage Loan allocable to the Class
II-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
with respect to any Mortgage Loan in Loan Group II remaining after allocation to
the Class II-A-PO Certificates, in accordance with the preceding sentence shall
be allocated among the Group II-A Certificates (other than the Class II-A-PO
Certificates), and each Class of Class B Certificates based on the Group II-A
Non-PO Principal Balance in the case of such Group II-A Certificates and the
Group II Apportioned Principal Balance in the case of each Class of Class B
Certificates, respectively. Any such loss allocated to the Group II-A
Certificates shall be allocated on the subsequent Determination Date to the
outstanding Classes of Group II-A Certificates (other than the Class II-A-PO
Certificates) in accordance with the Group II-A Loss Percentages as of such
Determination Date.
(c) Any Realized Losses allocated to a Class of Class A Certificates or
Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan of a Loan Group which had previously been allocated
as a Realized Loss to any Classes of Class A Certificates or any Classes of
Class B Certificates, each outstanding Class to which such Realized Loss had
previously been allocated shall be entitled to its share (with respect to the
Class II-A-PO Certificates, based on the PO Fraction of such Mortgage Loan and,
with respect to the Class A Certificates (other than the Class II-A-PO
Certificates) and Class B Certificates, based on their pro rata share of the
Non-PO Fraction of such Group II Mortgage Loan) of such Recovery up to the
amount of such Realized Loss previously
allocated to such Class on the Distribution Date in the month following the
month in which such recovery is received. When the Principal Balance of a Class
of Certificates has been reduced to zero, such Class shall not be entitled to
any share of such Recovery. In the event that the amount of such Recovery
exceeds the amount of such Recovery allocated to each outstanding Class in
accordance with the preceding provisions, each outstanding Class shall be
entitled to its pro rata share (determined as described above) of such excess up
to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses occurring with respect to any Group I
Mortgage Loan or Group II Mortgage Loan shall be allocated among (i) each Class
of Group I-A Certificates or Group II-A Certificates, as applicable, and (ii)
each Class of Class B Certificates, pro rata based upon each Class's Group I
Apportioned Interest Percentage or Group II Apportioned Interest Percentage, as
applicable for the related Distribution Date. In addition, after the Class B
Principal Balance has been reduced to zero, the interest portion of Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) occurring with respect to any Group I Mortgage Loan or Group
II Mortgage Loan will be allocated among the outstanding Classes of Group I-A
Certificates and Group II-A Certificates, respectively, based on their Group I-A
Interest Percentages and Group II-A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03. PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Group I Net Foreclosure Profits and Group II Net
Foreclosure Profits, if any, with respect to such Distribution Date and (c) the
amount of any recovery in respect of a Realized Loss. The Master Servicer may
cause the Paying Agent to invest the funds in the Payment Account.
Any such investment shall be in Eligible Investments, which shall mature not
later than the Business Day preceding the related Distribution Date (unless the
Eligible Investments are obligations of the Trust Administrator, in which case
such Eligible Investments shall mature not later than the Distribution Date),
and shall not be sold or disposed of prior to maturity. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized. The Paying Agent may withdraw from the Payment Account
any amount deposited in the Payment Account that was not required to be
deposited therein and may clear and terminate the Payment Account pursuant to
Section 9.01.
SECTION 4.04. STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUST
ADMINISTRATOR AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class of Class
A Certificates allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Group I-A Interest Distribution Amount allocated to each Class of Group I-A
Certificates and Current Group II-A Interest Distribution Amount allocated
to each Class of Group II-A Certificates, (c) any Group I Interest
Shortfall Amounts or Group II Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid Interest
Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid Interest
Shortfall with respect to each Class of Class B
Certificates after giving effect to such distribution, (d) the amount of
any Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Group I Mortgage Loans and Group II Mortgage Loans
outstanding as of the preceding Determination Date;
(vii) the Group I-A Principal Balance, the Group II-A Principal
Balance, the Principal Balance of each Class of Class A Certificates, the
Class B Principal Balance and the Principal Balance of each Class of Class
B Certificates as of the following Determination Date after giving effect
to the distributions of principal made, and the principal portion of
Realized Losses, if any, allocated with respect to such Distribution Date;
(viii) the Group I Adjusted Pool Amount, the Group II Adjusted Pool
Amount, the Group II Adjusted Pool Amount (PO Portion), the Group II
Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled Principal
Balance of the Group I Mortgage Loans for such Distribution Date, the Group
II Pool Scheduled Principal Balance of the Group II Mortgage Loans for such
Distribution Date, the aggregate Scheduled Principal Balance of the Group I
Discount Mortgage Loans for such Distribution Date and (ii) the aggregate
Scheduled Principal Balance of the Group II Discount Mortgage Loans for
such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans and Group II Mortgage Loans serviced by Norwest Mortgage
and, collectively, by the Other Servicers as of such Distribution Date;
(x) the Group I-A Percentage and Group II-A Percentage for the
following Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt Period
for the current Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
(xi) the Group I-A Prepayment Percentage and Group II-A Prepayment
Percentage for the following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages and Group II Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Percentages for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Prepayment Percentages and Group II Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages for
the following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Group I Mortgage
Loans and Group II Mortgage Loans delinquent (a) one month, (b) two months
and (c) three months or more;
(xv) the number and aggregate principal balances of the Group I
Mortgage Loans and Group II Mortgage Loans in foreclosure as of the
preceding Determination Date;
(xvi) the book value of any real estate with respect to Group I
Mortgage Loans or Group II Mortgage Loans acquired through foreclosure or
grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses with
respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as
of such Distribution Date and the amount of such Realized Losses
constituting Excess Special Hazard Losses, Excess Fraud Losses or Excess
Bankruptcy Losses with respect to Group I Mortgage Loans and Group II
Mortgage Loans;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of Class
B Certificates has been reduced as a result of Realized Losses with respect
to Group I Mortgage Loans and Group II Mortgage Loans allocated as of such
Distribution Date;
(xxi) the unpaid principal balance of any Group I Mortgage Loan or
Group II Mortgage Loan as to which the Servicer of such Mortgage Loan has
determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest Shortfall
for the related Distribution Date;
(xxiii) in the case of the Class I-A-6 Certificates, the Class I-A-6
Notional Amount, if any;
(xxiv) the Class II-A-PO Deferred Amount, if any; and
(xxv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class I-A-R and Class I-A-LR Certificates) with a $1,000 Denomination,
and as a dollar amount per Class I-A-R and Class I-A-LR Certificate with a $100
Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Group I-A Distribution Amount or Group II-A
Distribution Amount, as applicable, with respect to each Class of Class A
Certificates and the Class B Distribution Amount with respect to each Class of
Class B Certificates. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder
and the Trust Administrator and the Paying Agent shall be protected in relying
upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class II-A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
SECTION 4.05. REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trust Administrator
acquires an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06. CALCULATION OF AMOUNTS; BINDING EFFECT OF INTERPRETATIONS AND
ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to be made
on the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Class I-A-6, Class
I-A-R, Class I-A-LR and Class II-A-PO Certificates, integral multiples of $1,000
in excess thereof (except, if necessary, for one Certificate of each Class
(other than the Class I-A-6, Class I-A-R, Class I-A-LR and Class II-A-PO
Certificates) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, X-X-X-0, A-I-A-7, A-I-A-R,
A-I-A-LR, A-II-A-1, A-II-A-2, A-II-A-PO, X-0, X-0, X-0, X-0, X-0, B-6 and C
(reverse side of Certificates) hereto. On original issue the Certificates shall
be executed and delivered by the Trust Administrator to or upon the order of the
Seller upon receipt by the Trust Administrator or the Custodian of the documents
specified in Section 2.01. The aggregate principal portion (or notional amount)
evidenced by the Class A and Class B Certificates shall be the sum of the
amounts specifically set forth in the respective Certificates. The Certificates
shall be executed by manual or facsimile signature on behalf of the Trust
Administrator by any Responsible Officer thereof. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trust Administrator shall bind the Trust Administrator
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trust
Administrator, or unless there appears on such Certificate a certificate of
authentication executed by the Authenticating Agent by manual signature, and
such countersignature or certificate upon a Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Seller or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall
be available to Beneficial Owners upon written request to the Trust
Administrator at the Corporate Trust Office.
SECTION 5.02. REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trust Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall act as, or shall appoint, a Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trust Administrator or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class II-A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is
made in reliance on Rule 144A, the Trust Administrator or the Seller may, if
such transfer is to be made within three years after the later of (i) the date
of the initial sale of Certificates or (ii) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, require a Class II-A-PO, Class B-4, Class B-5 or Class B-6
Certificateholder to deliver a written Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trust Administrator and the Seller, to
the effect that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from said Act and laws or is
being made pursuant to said Act and laws, which Opinion of Counsel shall not be
an expense of the Trustee, the Trust Administrator, the Seller or the Master
Servicer, and (ii) the Trust Administrator shall require the transferee (other
than an affiliate of the Seller on the Closing Date) to execute an investment
letter in the form of Exhibit J hereto certifying to the Seller and the Trust
Administrator the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee, the Trust Administrator, the Seller or the
Master Servicer. The Holder of a Class II-A-PO, Class B-4, Class B-5 or Class
B-6 Certificate desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Neither the Seller nor the Trust
Administrator is under an obligation to register the Class II-A-PO, Class B-4,
Class B-5 or Class B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class II-A-PO or Class B Certificate shall be made
(other than the transfer of the Class II-A-PO Certificates to an affiliate of
the Seller on the Closing Date) unless the Trust Administrator and the Seller
shall have received (i) a representation letter from the transferee in the form
of Exhibit J hereto, in the case of a Class II-A-PO, Class B-4, Class B-5 or
Class B-6 Certificate, or in the form of Exhibit K hereto, in the case of a
Class B-1, Class B-2 or Class B-3 Certificate, to the effect that either (a)
such transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Trust Administrator, 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
II-A-PO or Class B Certificate presented for registration in the name of a Plan,
or a trustee of any such Plan, (A)
an Opinion of Counsel satisfactory to the Trust Administrator and the Seller to
the effect that the purchase or holding of such Class II-A-PO or Class B
Certificate will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trustee, the Trust Administrator,
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 Trust Administrator, 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 Trust Administrator, the Seller or the Master
Servicer. The Class II-A-PO and Class B Certificates shall bear a legend
referring to the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class
I-A-R or Class I-A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class I-A-R or Class
I-A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trust Administrator
with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trust Administrator an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class I-A-R or Class I-A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class I-A-R or Class I-A-LR Certificate will not be
disregarded for federal income tax purposes (any such person who is not covered
by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted
Foreign Holder"), and any such purported transfer shall be void and have no
effect. The Trust Administrator shall not execute, and shall not authenticate
(or cause the Authenticating Agent to authenticate) and deliver, a new Class
I-A-R or Class I-A-LR Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class I-A-R or Class I-A-LR Certificate, unless the transferor shall have
provided to the Trust Administrator an affidavit, substantially in the form
attached as Exhibit H hereto, signed by the transferee, to the effect that the
transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class I-A-R or
Class I-A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class I-A-R or Class I-A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class I-A-R or Class I-A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class I-A-R and Class I-A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class I-A-R or Class I-A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class I-A-R or
Class I-A-LR Certificate in constructive trust for the last transferor who was
not a disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class I-A-R or Class I-A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class I-A-R or Class I-A-LR Certificate, and (ii)
the Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class I-A-R or Class I-A-LR Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class I-A-R or Class I-A-LR Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust Administrator
or the Authenticating Agent, or the Trust Administrator or the Authenticating
Agent receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the
Authenticating Agent to authenticate) and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor and principal portion or Percentage Interest and of the same Class.
Upon the issuance of any new Certificate under this Section, the Trust
Administrator or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expense (including the fees and expenses of the
Trust Administrator or the Authenticating Agent) in connection therewith. Any
duplicate Certificate issued pursuant to this Section shall constitute complete
and indefeasible evidence of ownership in the Trust Estate, as if originally
issued, whether or not the lost, stolen, or destroyed Certificate shall be found
at any time.
SECTION 5.04. PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar and the Trust
Administrator that neither the Seller, the Master Servicer, the Certificate
Registrar nor the Trust Administrator shall be held accountable by reason of the
disclosure of any such information as to the names, addresses and Percentage
Interests of the Certificateholders hereunder, regardless of the source from
which such information was delivered.
SECTION 5.06. MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trust Administrator
initially designates the Corporate Trust Office and the principal corporate
trust office of the Authenticating Agent, if any, as its offices and agencies
for said purposes.
SECTION 5.07. DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in writing
that the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency 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 Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners, the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer nor the Trustee, the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08. NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall
give all such notices and communications specified herein to be given to Holders
of Book-Entry Certificates to the Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01. LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
SECTION 6.02. MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER.
Subject to the following paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
SECTION 6.03. LIMITATION ON LIABILITY OF THE SELLER, THE MASTER SERVICER
AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross
negligence in the performance of his or its duties hereunder or by reason of
reckless disregard of his or its obligations and duties hereunder. The Seller,
the Master Servicer and any of the directors, officers, employees or agents of
either may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A and Class B Certificates in the same manner as
Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04. RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05. COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
SECTION 6.06. ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such
assignment, transfer, delegation or appointment shall be void. Notwithstanding
the foregoing, the Master Servicer shall have the right without the prior
written consent of the Trustee or the Trust Administrator (i) to assign its
rights and delegate its duties and obligations hereunder; provided, however,
that (a) the purchaser or transferee accepting such assignment or delegation is
qualified to service mortgage loans for FNMA or FHLMC, is satisfactory to the
Trustee and the Trust Administrator, in the exercise of its reasonable judgment,
and executes and delivers to the Trustee and the Trust Administrator an
agreement, in form and substance reasonably satisfactory to the Trustee and the
Trust Administrator, which contains an assumption by such purchaser or
transferee of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer hereunder from
and after the date of such agreement; and (b) each applicable Rating Agency's
rating of any Certificates in effect immediately prior to such assignment, sale
or transfer is not reasonably likely to be qualified, downgraded or withdrawn as
a result of such assignment, sale or transfer and the Certificates are not
reasonably likely to be placed on credit review status by any such Rating
Agency; and (ii) to delegate to, subcontract with, authorize, or appoint an
affiliate of the Master Servicer to perform and carry out any duties, covenants
or obligations to be performed and carried out by the Master Servicer under this
Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to
an affiliate of the Master Servicer any duties, covenants or obligations to be
performed and carried out by the Master Servicer to the extent that such duties,
covenants or obligations are to be performed in any state or states in which the
Master Servicer is not authorized to do business as a foreign corporation but in
which the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, Trust Administrator or the Seller under this Agreement, incurred by it
prior to the time that the conditions contained in clause (i) above are met.
SECTION 6.07. INDEMNIFICATION OF TRUSTEE, TRUST ADMINISTRATOR AND SELLER BY
MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
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 FHMLC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trust Administrator on behalf of the Trustee all amounts which
then have been or should have been deposited in the Certificate Account by the
Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans.
SECTION 7.02. OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03. DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE DURING
EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04. ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND UPON
EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05. TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee or the Trust Administrator receives the resignation of the
Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the
Trust Administrator on behalf of the Trustee shall be the successor in all
respects to the Master Servicer in its capacity as master servicer under this
Agreement and the transactions set forth or provided for herein and shall have
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be
entitled to the full amount of the Master Servicing Fee as compensation together
with the other servicing compensation in the form of late reporting fees or
otherwise as provided in Section 6.05. Within 30 days after any such public
announcement, the Trust Administrator shall negotiate and effect the sale,
transfer and assignment of the master servicing rights and responsibilities
hereunder to the qualified party submitting the highest qualifying bid. The
Trust Administrator shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trust Administrator
from the successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trust Administrator to the Master Servicer at the time of such sale,
transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
SECTION 7.06. NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trust Administrator shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trust Administrator shall
also, within 45 days after the occurrence of any Event of Default known to the
Trust Administrator, give written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01. DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
and the Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and the Trust Administrator, and conforming to the requirements of
this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate
not less than 25% of the Voting Interest represented by all Certificates
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee and the Trust Administrator, or exercising
any trust or power conferred upon the Trustee and the Trust Administrator,
under this Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for
any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Trustee or Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult with
counsel, and any written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any of
the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
SECTION 8.03. NEITHER TRUSTEE NOR TRUST ADMINISTRATOR REQUIRED TO MAKE
INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
SECTION 8.04. NEITHER THE TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
SECTION 8.05. TRUSTEE AND TRUST ADMINISTRATOR MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
SECTION 8.06. THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the Trustee and
the Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
SECTION 8.07. ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08. RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time resign and
be discharged from the trust hereby created by giving written notice of
resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If
no successor trustee or trust administrator shall have been appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Trust Administrator, as the case may be,
may petition any court of competent jurisdiction for the appointment of a
successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be
eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09. SUCCESSOR.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements
held by it hereunder (other than any Owner Mortgage Loan Files at the time held
by a Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or successor
trust administrator, as the case may be, the successor trustee or trust
administrator shall cause such notice to be mailed at the expense of the Master
Servicer.
SECTION 8.10. MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
provided, however, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee or the Trust Administrator, as the case may be.
SECTION 8.11. AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a
state and city acceptable to the Seller and the Master Servicer, having a
combined capital and surplus of at least $15,000,000, authorized under such laws
to do a trust business and subject to supervision or examination by federal or
state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Trust Administrator,
the Seller and the Master Servicer. The Trust Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Seller and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trust Administrator promptly shall appoint
a successor Authenticating Agent, which shall be acceptable to the Master
Servicer, and shall give written notice of such appointment to the Seller, and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12. SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of
appointment; provided, however, that no such appointment shall, or shall be
deemed to, constitute the appointee an agent of the Trustee. The Seller and the
Master Servicer shall join in any such appointment, but such joining shall not
be necessary for the effectiveness of such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13. APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing Date, with
the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
SECTION 8.14. TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the Master Servicer
covenants and agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly take any action or
fail to take any action that would (i) affect the determination of the Trust
Estate's status as two separate REMICs; or (ii) cause the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trust Administrator, the Trust
Administrator, shall (i) prepare or cause to be prepared, timely cause to be
signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as
defined in the Code based upon the issue prices, prepayment assumption and cash
flows provided by the Seller to the Trust Administrator and calculated on a
monthly basis by using the issue prices of the Certificates; (iv) make available
information necessary for the application of any tax imposed on transferors of
residual interests to "disqualified organizations" (as defined in the REMIC
Provisions); (v) file Forms 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 Upper-Tier REMIC and the Lower-Tier REMIC, including but
not limited to the income, expenses, individual Mortgage Loans (including REO
Mortgage Loans, other assets and liabilities of each REMIC, and the fair market
value and adjusted basis of the property of each REMIC determined at such
intervals as may be required by the Code, as may be necessary to prepare the
foregoing returns or information reports; (vii) exercise reasonable care not to
allow the creation of any "interests" in either the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Code Section 860D(a)(2) other than the
interests in the Upper-Tier REMIC represented by the Class I-A-1, Class I-A-2,
Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-R,
Class II-A-1, Class II-A-2, Class II-A-PO, the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates and the interests in the
Lower-Tier REMIC represented by the Class I-A-L1, Class I-A-L2, Class I-A-L6,
Class I-A-LUR, Class II-A-LI, Class II-A-LPO, Class B-L1, Class B-L2, Class
B-L3, Class B-L4, Class B-L5 and Class B-L6 Interests and the Class I-A-LR
Certificate; (viii) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
Master Servicer shall have provided an Opinion of Counsel to the Trustee that
such occurrence would not (a) result in a taxable gain, (b) otherwise subject
either the Upper-Tier REMIC or Lower-Tier REMIC or the Trust Estate to tax or
(c) cause the Trust Estate to fail to qualify as two separate REMICs; (ix)
exercise reasonable care not to allow either the Upper-Tier REMIC or the
Lower-Tier REMIC to receive income from the performance of services or from
assets not permitted under the REMIC Provisions to be held by a REMIC; (x) pay
(on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the Upper-Tier REMIC
or Lower-Tier REMIC, as the case may be, when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the Upper-Tier REMIC or the Lower-Tier REMIC within the
meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer is
hereby designated as agent of the Class I-A-R and Class I-A-LR
Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class I-A-R and Class I-A-LR Certificates shall be
tax matters person in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trust Administrator's sole duties
with respect to the Upper-Tier REMIC and Lower Tier REMIC are to sign the tax
returns referred to in clause (i) of the second preceding sentence and to comply
with written directions from the Master Servicer or the Trustee.
In order to enable the Master Servicer, the Trust Administrator or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the Upper-Tier REMIC and Lower-Tier REMIC as
described above. In the event that the Trust Administrator prepares any of the
federal, state and local tax returns of the Upper-Tier REMIC or Lower-Tier REMIC
as described above, the Trust Administrator hereby indemnifies the Seller, the
Master Servicer and the Trustee for any losses, liabilities, damages, claims or
expenses of the Seller, the Master Servicer or the Trustee arising from the
Trust Administrator's willful misfeasance, bad faith or negligence in connection
with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of the
Master Servicer, the Trust Administrator and the Trustee shall pay from its own
funds, without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee to, respectively,
perform its obligations under this Section 8.14.
SECTION 8.15. MONTHLY ADVANCES.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date,
the Trust Administrator shall make a Periodic Advance as required by Section
3.03 hereof; provided, however, the Trust Administrator shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trust
Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v)
hereof, to be reimbursed from the Certificate Account for Periodic Advances and
Nonrecoverable Advances made by it.
ARTICLE IX
TERMINATION
SECTION 9.01. TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION OF ALL
MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of 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 11.19. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may
surrender their Certificates to the Trust Administrator for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Estate) or by
the Trust Administrator (in any other case) by letter to Certificateholders
mailed not earlier than the 15th day of the month preceding the month of such
final distribution and not later than the twentieth day of the month of such
final distribution specifying (A) the Final Distribution Date upon which final
payment of the Certificates will be made upon presentation and surrender of
Certificates at the office or agency of the Trust Administrator therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trust Administrator therein
specified. If the Master Servicer is obligated to give notice to
Certificateholders as aforesaid, it shall give such notice to the Trust
Administrator and the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given by the Master Servicer,
the Master Servicer shall deposit in the Certificate Account on or before the
Final Distribution Date in immediately available funds an amount equal to the
purchase price for the assets of the Trust Estate computed as above provided.
Failure to give notice of termination as described herein shall not entitle a
Certificateholder to any interest beyond the interest payable on the Final
Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class I-A-R and Class I-A-LR Certificates, the amounts, if
any, which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(iii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trust Administrator
of any Periodic Advances, is insufficient to pay in full the amounts set forth
in clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the
amount available for distribution to Certificateholders shall be allocated in
reduction of the amounts otherwise distributable on the Final Distribution Date
in the same manner as Realized Losses are allocated pursuant to Sections 4.02(b)
and 4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
SECTION 9.02. ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as two
separate REMICs at all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on the Trust Estate,
the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Upper-Tier Certificate Account and Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the aggregate Voting Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interest of the Holders of Certificates of any Class in a manner
other than as described in clause (i) hereof without the consent of Holders of
Certificates of such Class evidencing, as to such Class, Voting Interests
aggregating not less than 66-2/3% or (iii) reduce the aforesaid percentage of
Certificates of any Class the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all Certificates of such
Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder, the Trust Administrator or the Trustee; provided,
however, (i) that such amendment does not conflict with any provisions of the
related Servicing Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal Receipts received by
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of changing the Applicable Unscheduled
Principal Receipt Period for all Mortgage Loans serviced by any Servicer to a
Mid-Month Receipt Period with respect to Full Unscheduled Principal Receipts and
to a Prior Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trust Administrator.
SECTION 10.02. RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all
the towns or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public office or
elsewhere, such recordation to be effected by the Master Servicer and at its
expense on direction by the Trust Administrator, but only upon direction
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
SECTION 10.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this
Agreement, except in the manner herein provided and for the benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trust Administrator shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04. GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05. NOTICES.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Integrated Structured Assets, Inc., 0000 Xxx Xxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Seller, (ii) in the case of the
Master Servicer, to Norwest Bank Minnesota, National Association, 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, (iii) in the case of the Trustee, to the Corporate Trust
Office and (iv) in the case of the Trust Administrator, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee or the Trust Administrator, in
each case Attention: Corporate Trust Department. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
SECTION 10.06. SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.
SECTION 10.07. SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trust Administrator 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 or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08. COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09. RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01. CUT-OFF DATE.
The Cut-Off Date for the Certificates is November 1, 1998.
SECTION 11.02. CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $230,095,525.84.
SECTION 11.03. ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 92.99999918%
SECTION 11.04. ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 92.99999157%.
SECTION 11.05. ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A
CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal Balance
of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class I-A-1 $ 52,132,901.00
Class I-A-2 $ 1,016,000.00
Class I-A-3 $ 7,216,016.00
Class I-A-4 $ 284,760.00
Class I-A-5 $ 1,357,000.00
Class I-A-7 $ 10,155,041.00
Class I-A-R $ 100.00
Class I-A-LR $ 100.00
Class II-A-1 $126,631,015.00
Class II-A-2 $ 15,195,722.00
Class II-A-PO $ 183.37
SECTION 11.06. ORIGINAL CLASS I-A-6 NOTIONAL AMOUNT.
The Original Class I-A-6 Notional Amount is $406,201.64
SECTION 11.07. ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE.
The Original Aggregate Non-PO Principal Balance is $230,095,342.47.
SECTION 11.08. ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
The Original Aggregate Subordinate Percentage is 7.00000587%.
SECTION 11.09. ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $16,106,687.47.
SECTION 11.10 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is $5,431,542.90.
SECTION 11.11 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
The Original Group II Subordinated Principal Balance is $10,675,144.57.
SECTION 11.12. 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 $ 3,450,000.00
Class B-2 $ 7,477,000.00
Class B-3 $ 2,530,000.00
Class B-4 $ 1,264,000.00
Class B-5 $ 460,000.00
Class B-6 $ 925,687.47
SECTION 11.13. ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 5.50062740%.
SECTION 11.14. ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 2.25110487%.
SECTION 11.15. ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 1.15156067%.
SECTION 11.16. ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.60222317%.
SECTION 11.17. ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.40230604%.
SECTION 11.18. CLOSING DATE.
The Closing Date is November 25, 1998.
SECTION 11.19. RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the aggregate Scheduled Principal
Balance of the Mortgage Loans being less than $23,009,552.58 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.20. WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class I-A-4, Class
I-A-6, Class I-A-R, Class I-A-LR and Class II-A-PO Certificates) and the Class B
Certificates (other than the Class B-5 Certificates), the minimum Denomination
eligible for wire transfer on each Distribution Date is $500,000. With respect
to the Class I-A-6 and Class II-A-PO Certificates, the minimum Denomination
eligible for wire transfer for each such Class on each Distribution Date is 100%
Percentage Interest. The Class I-A-4, Class I-A-R and Class I-A-LR Certificates
are not eligible for wire transfer.
SECTION 11.21. SINGLE CERTIFICATE.
A Single Certificate for the Class I-A-1, Class I-A-3, Class I-A-4, Class
I-A-7, Class II-A-1 and Class II-A-2 Certificates and each Class of Class B
Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class I-A-2 and
Class I-A-5 Certificates represents a $1,000 Denomination. A Single Certificate
for the Class I-A-6 respects a $406,201.64 Denomination. A Single Certificate
for the Class II-A-PO Certificates represents a Denomination equal to the
Original Principal Balance for such Class. A Single Certificate for the Class
I-A-R and Class I-A-LR Certificates represents a $100 Denomination. A Single
Certificate for the Class B-4 and Class B-6 Certificates represents a $250,000
Denomination. A Single Certificate for the
Class B-5 Certificates represents a Denomination equal to the Original Principal
Balance of such Class.
SECTION 11.22. SERVICING FEE RATE.
The rate used to calculate the Servicing Fee shall be equal to 0.250% per
annum.
SECTION 11.23. MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
shall be 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
as Seller
By: ________________________________
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By: ________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
as Trust Administrator
By: ________________________________
Name:
Title:
Attest:
By: _______________________________
Name: _____________________________
Title: ____________________________
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
By: ________________________________
Name:
Title:
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 25th day of November, 1998, 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 Integrated Structured Assets, Inc., a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 25th day of November, 1998, before me, a notary public in and for
the State of Maryland, personally appeared Xxxxx X. Xxxxxxx, known to me who,
being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that she is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF __________________ )
ss.:
COUNTY OF )
On this 25th day of November, 1998, before me, a notary public in and for
_________________, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 25th day of November, 1998, before me, a notary public in and for
the State of North Carolina, personally appeared _____________________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
SCHEDULE I
Norwest Integrated Structured Assets, Inc.,
Mortgage Asset-Backed Pass-Through Certificates, Series 1998-3
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------------------------------- ------------------ -------------------
Norwest Mortgage, Inc. (Exhibits F-1A
and F-1B) Prior Month
Prior Month
North American Mortgage Company Mid Month Prior Month
HomeSide Lending Prior Month Prior Month
Banc One Mortgage Corporation Mid Month Prior Month
FT Mortgage Companies Mid Month Prior Month
National City Mortgage Co. Mid Month Prior Month
Bank United Mid Month Prior Month
First Union Mortgage Corp. Mid Month Prior Month
Xxxxxxx Xxxxx Credit Corporation Mid Month Prior Month
EXHIBIT A-I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-1 Certificates required to be distributed
to Holders of the Class I-A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-1 Certificates applicable to each Distribution Date will be 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 I-A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-I-A-2
[FORM OF FACE OF CLASS I-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-2 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-2 Certificates required to be distributed
to Holders of the Class I-A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-2 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
A-I-A-3-5
EXHIBIT A-I-A-3
[FORM OF FACE OF CLASS I-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-3 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-3 Certificates required to be distributed
to Holders of the Class I-A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-3 Certificates applicable to each Distribution Date will be 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 I-A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-I-A-4
[FORM OF FACE OF CLASS I-A-4 CERTIFICATE]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-4 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-4 Certificates required to be distributed
to Holders of the Class I-A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The Class I-A-4 Certificates
are not entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the Principal Balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-I-A-5
[FORM OF FACE OF CLASS I-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-5 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-5 Certificates required to be distributed
to Holders of the Class I-A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-5 Certificates applicable to each Distribution Date will be 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-I-A-6
[FORM OF FACE OF CLASS I-A-6 CERTIFICATE]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: (Initial Class I-A-6
Notional Amount)
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-6 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-6 Certificates required to be distributed
to Holders of the Class I-A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. The Class I-A-6
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class I-A-6 Certificates each month in an amount equal to the
product of (i) 1/12 of 6.250% and (ii) the Class I-A-6 Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class I-A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency specified by the Trust Administrator for that purpose in the
notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-I-A-7
[FORM OF FACE OF CLASS I-A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class I-A-7 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-7 Certificates required to be distributed
to Holders of the Class I-A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-7 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class I-A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-I-A-R
[Form of Face of Class I-A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT __________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class I-A-R Certificate with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-R Certificate required to be distributed
to Holders of the Class I-A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-R Certificate applicable to each Distribution Date will be 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 I-A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the Principal Balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-I-A-LR
[Form of Face of Class I-A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS I-A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: December 25, 2028
THIS CERTIFIES THAT __________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class I-A-LR Certificate with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group I-A
Distribution Amount for the Class I-A-LR Certificate required to be distributed
to Holders of the Class I-A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group I-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class I-A-LR 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 I-A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the Principal Balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS II-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group II-A
Distribution Amount for the Class II-A-1 Certificates required to be distributed
to Holders of the Class II-A-1 Certificates on such Distribution Date, subject
to adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group II-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class II-A-1 Certificates applicable to each Distribution Date will be 7.000%
per annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class II-A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due
notice of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency specified by the Trust
Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-II-A-2
[FORM OF FACE OF CLASS II-A-2 CERTIFICATE]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS II-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-2 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group II-A
Distribution Amount for the Class II-A-2 Certificates required to be distributed
to Holders of the Class II-A-2 Certificates on such Distribution Date, subject
to adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Group II-A Certificates in
accordance with the provisions of the Agreement. The Class II-A-2 Certificates
are not entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT A-II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS II-A-PO
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class II-A-PO Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively) formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Group II-A
Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class II-A-PO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be
required to execute an investment letter in the form described in the Agreement
and (ii) if such transfer is to be made within three years from the later of (a)
the date of initial issuance of the Certificates or (b) the last date on which
the Seller or any affiliate thereof was a Holder of the Certificates proposed to
be transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (ii) if such transferee is a Plan, (a) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS B-1
evidencing an interest in two pools of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of the Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS B-2
evidencing an interest in two pools of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of the Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS B-3
evidencing an interest in two pools of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of the Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS B-4
evidencing an interest in two pools of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of the Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS B-5
evidencing an interest in two pools of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-5 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-5 Distribution Amount required to be distributed to Holders of the Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.250% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the Principal Balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a
transfer is desired to be made by the Holder hereof, (i) the transferee will be
required to execute an investment letter in the form described in the Agreement
and (ii) if such transfer is to be made within three years from the later of (a)
the date of initial issuance of the Certificates or (b) the last date on which
the Seller or any affiliate thereof was a Holder of the Certificates proposed to
be transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trust Administrator, the Seller, the Master Servicer, and any
Paying Agent acting on behalf of the Trust Administrator against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such Federal and state laws. In connection with any such transfer, the
Trust Administrator will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller with respect to certain matters and (b)
such other documentation as the Seller or the Master Servicer may require, as
described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-3, CLASS B-6
evidencing an interest in two pools of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: November 1, 1998
CUSIP No.: First Distribution Date: December 28, 1998
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
December 25, 2028
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-6 Certificates with respect to a Trust Estate
consisting of two pools of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by
Norwest Integrated Structured Assets, Inc. (hereinafter called the "Seller",
which term includes any successor entity under the Agreement referred to below).
The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 (the "Agreement") among the Seller, Norwest Bank
Minnesota, National Association, as master servicer (the "Master Servicer"),
First Union National Bank, as trust administrator (the "Trust Administrator"),
and the United States Trust Company of New York, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and 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, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 1998-3 Certificates]
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 1998-3
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the 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 Trustee and the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trustee and the Trust Administrator 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 Trustee, the Trust Administrator and
the Certificate Registrar, and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trustee, the Trust
Administrator, 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 Asset-Backed
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class, to the above named
assignee and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
________________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _______________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to ____________________________________.
Applicable statements should be mailed to ______________________________________
___________________________________________.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of _____________, by and among FIRST UNION NATIONAL
BANK, not individually, but solely as Trust Administrator (including its
successors under the Pooling and Servicing Agreement defined below, the "Trust
Administrator"), NORWEST INTEGRATED STRUCTURED ASSETS, INC. (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and
United States Trust Company of New York, as trustee, have entered into a Pooling
and Servicing Agreement dated as of November 25, 1998 relating to the issuance
of Mortgage Asset-Backed Pass-Through Certificates, Series 1998-3 (as in effect
on the date of this Agreement, the "Original Pooling and Servicing Agreement",
and as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trust Administrator, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trust Administrator of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of the
Mortgage Loan. With such certificate, the Master Servicer shall deliver to the
Custodian a receipt signed by a Servicing Officer on behalf of the Master
Servicer, and upon receipt of the foregoing, the Custodian shall deliver the
Custodial File or such document to the Master Servicer. The Master Servicer
shall cause each Custodial File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account to the extent required by the Pooling and Servicing
Agreement or (ii) the Custodial File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Custodial File or such document were delivered and the purpose or purposes of
such delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver such receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Certificate Account to the
extent required by the Pooling and Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust Administrator. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such
event, the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trust
Administrator shall give prompt notice to the Seller and the Master Servicer of
the appointment of any successor Custodian. No successor Custodian shall have
been appointed and accepted appointment by the Trust Administrator without the
prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trust Administrator shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trust Administrator shall
give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By: ______________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name: ____________________________________
Title: ___________________________________
Address: NORWEST INTEGRATED STRUCTURED
ASSETS, INC.
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By: ______________________________________
Name: ____________________________________
Title: ___________________________________
Address: [CUSTODIAN]
By: _____________________________________
Name: ____________________________________
Title: ___________________________________
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Integrated
Structured Assets, Inc. a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
________________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
________________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for
the State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
________________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19__, before me, a notary public in and for
the State of __________, personally appeared __________ __________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
________________________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1A
[Schedule of Group I Mortgage Loans Serviced by Norwest Mortgage]
EXHIBIT F-1B
[Schedule of Group II Mortgage Loans Serviced by Norwest Mortgage]
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii)
----- ---------------------------- ---------------- -------- ----------------------------------------------------------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE MORTGAGE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL INSURANCE SERVICE
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV SUBSIDY CODE FEE
-------- ------------------------------------------------------ ----------------------------------------------------------------
NO DES MOINES LOANS
(i) (xIv) (xv) (xvI)
----- -------------------------------
MORTGAGE T.O.P. MASTER FIXED
LOAN MORTGAGE SERVICE RETAINED
NUMBER LOAN FEE YIELD
-------- --------------------------------
NO DES MOINES LOANS
COUNT:
WAC:
WAM:
WALTV:
EXHIBIT F-2A
[Schedule of Group I Mortgage Loans Serviced by Other Servicers]
EXHIBIT F-2B
[Schedule of Group II Mortgage Loans Serviced by Other Servicers]
NISTAR
NMI / 1998-03 Exhibit F-2B (Group II)
15 & 30 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
----- --------------------------- ----- -------- -------- -------- ----------------- ---------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- ----------------- -------- ----- -------- -------- -------- ------- -------- --------- --------------
4593998 XXXX XXXXXXX XX 00000 MF2 8.000 6.250 $1,144.68 360 1-Jun-27 $154,122.30
4723505 XXXXXX XXXXXXX XX 00000 SFD 7.500 6.250 $547.14 360 1-Sep-28 $78,133.48
4730256 XXXXXXX XX 00000 MF4 7.800 6.250 $814.90 360 1-Jan-28 $112,385.46
4743656 XXXXX XXXXXXXX XX 00000 SFD 7.625 6.250 $707.80 360 1-Jun-28 $98,820.67
4744378 XXXXXXXX XX 00000 MF3 8.375 6.250 $570.05 360 1-May-28 $74,715.38
4744382 XXXXXXXX XX 00000 MF3 8.375 6.250 $570.05 360 1-May-28 $74,715.39
4748005 XXXXXX XXXXXX XX 00000 SFD 7.875 6.250 $732.33 360 1-May-28 $100,575.99
4751649 XXXXXXXXX XX 00000 SFD 8.250 6.250 $733.24 360 1-Jun-28 $97,247.58
4752921 XXXXXXXXXX XX 00000 SFD 7.375 6.250 $966.95 360 1-May-28 $139,147.80
4753095 XXXXXX XX 00000 SFD 8.375 6.250 $1,048.14 360 1-Jun-28 $137,465.42
4760056 XXXXXX XX 00000 SFD 7.500 6.250 $419.53 360 1-May-28 $59,728.61
4762394 XXXXXXX XX 00000 SFD 8.000 6.250 $432.93 360 1-Jun-28 $57,994.10
4765102 XXXXX XXXXXXX XX 00000 SFD 7.875 6.250 $551.05 360 1-Jul-28 $75,459.87
4772835 XXXXXX XX 00000 SFD 7.625 6.250 $866.34 360 1-Jun-28 $121,951.39
4773542 X. XXXXXXXXX XX 00000 MAN 7.625 6.250 $549.25 360 1-Jun-28 $77,315.58
4776153 XXXXXXX XXXXX XX 00000 SFD 8.250 6.250 $402.31 360 1-Jul-28 $53,411.10
4777018 XXXXXX XXX XXXXXXXX XX 00000 SFD 7.625 6.250 $1,274.03 360 1-Sep-28 $179,738.61
4777562 XXXXXX XX 00000 SFD 7.625 6.250 $1,443.90 360 1-Jun-28 $203,252.31
4779361 XXXXXXX XX 00000 SFD 7.875 6.250 $1,595.15 360 1-Jul-28 $219,388.42
4780814 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $494.33 360 1-Jul-28 $68,803.28
4782431 XXXXXXXXX XX 00000 SFD 8.250 6.250 $709.95 360 1-Sep-28 $94,379.06
4783573 XXXXXXXXX XX 00000 SFD 8.000 6.250 $962.70 360 1-Sep-28 $131,023.35
4785748 XXXXXXXXXXX XXXXX XX 00000 SFD 7.875 6.250 $617.40 360 1-Jun-28 $84,853.12
4788131 XXXXXXXXX XX 00000 MF2 8.125 6.250 $374.22 360 1-Sep-28 $50,333.84
4788134 XXXXXXXXX XX 00000 MF2 8.125 6.250 $374.22 360 1-Sep-28 $50,303.47
4790323 XXXXXXXX XX 00000 SFD 7.000 6.250 $1,288.03 360 1-Sep-28 $193,281.68
4790386 XXXXXXXX XX 00000 SFD 7.500 6.250 $587.34 360 1-Aug-28 $83,811.81
4790615 XXXX XXX XX 00000 SFD 8.125 6.250 $477.80 360 1-Oct-28 $64,307.90
4792084 XXXXXX XX 00000 SFD 7.375 6.250 $954.52 360 1-Sep-28 $137,989.02
4795383 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $480.00 360 1-Aug-28 $66,857.20
4795609 XXXXXXXXXX XX 00000 LCO 7.750 6.250 $399.76 360 1-Aug-28 $55,681.07
4795707 XXXXXX XX 00000 SFD 8.500 6.250 $312.18 360 1-Aug-28 $40,525.68
4795709 XXXX XX 00000 SFD 8.125 6.250 $343.04 360 1-Sep-28 $46,139.34
4797572 XXXXXXXXX XX 00000 SFD 8.250 6.250 $212.99 360 1-Aug-28 $28,295.38
4798370 XXXXXXXX XX 00000 SFD 8.125 6.250 $350.46 360 1-Oct-28 $47,169.12
4798679 XXXXXXXXX XX 00000 SFD 7.750 6.250 $465.67 360 1-Aug-28 $64,724.26
4798811 XXXXXXXXXXX XX 00000 MF2 7.750 6.250 $661.96 360 1-Aug-28 $92,200.69
4799632 XXXXXX XX 00000 SFD 7.500 6.250 $1,566.24 360 1-Aug-28 $223,498.16
4801438 XXX XXXXXX XX 00000 SFD 7.500 6.250 $468.47 360 1-Jul-28 $66,799.25
4801830 XXXXX XX 00000 PUD 7.625 6.250 $898.90 360 1-Aug-28 $126,722.49
4801926 XXXXXXXXXX XX 00000 SFD 8.125 6.250 $804.87 360 1-Jul-28 $108,063.12
4802938 XXXXXXX XX 00000 COP 7.625 6.250 $1,388.70 360 1-Sep-28 $195,915.08
4804098 XXX XXXXX XX 00000 SFD 7.875 6.250 $1,102.11 360 1-Aug-28 $151,684.10
4804158 BAITING XXXXXX XX 00000 LCO 7.875 6.250 $870.09 360 1-Oct-28 $119,917.41
4807447 XXXXXXXXXX XX 00000 SFD 7.125 6.250 $632.29 360 1-Aug-28 $93,623.49
4807717 XXXXXXXX XX 00000 SFD 7.750 6.250 $358.21 360 1-Aug-28 $49,891.64
4808925 XXXXXXXX XXXXXX XX 00000 SFD 7.750 6.250 $885.49 360 1-Aug-28 $123,336.59
4809195 XXX XXXX XX 00000 LCO 8.125 6.250 $748.26 360 1-Aug-28 $100,560.47
4810197 XXXXXXX XX 00000 MF2 7.750 6.250 $619.34 360 1-Aug-28 $86,265.76
4810276 XXXXXXXXXXX XX 00000 SFD 8.000 6.250 $557.66 360 1-Sep-28 $75,897.68
0000000 XXX XXXX XX 00000 MF4 8.125 6.250 $705.37 360 1-Oct-28 $94,937.86
4810346 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.250 $1,312.96 360 1-Aug-28 $185,094.65
4810592 XXX XXXX XXXXXX XX 00000 THS 7.625 6.250 $562.70 360 1-Aug-28 $79,326.27
4812680 XXXXX XXXXXXXXXX XX 00000 SFD 7.750 6.250 $321.67 360 1-Aug-28 $44,804.31
4812931 XXXXXX XX 00000 SFD 8.125 6.250 $334.13 360 1-Aug-28 $44,771.01
4813550 XXXXXXXXX XX 00000 SFD 8.000 6.250 $763.12 360 1-Sep-28 $103,859.96
4813573 XXX XXXXXX XX 00000 LCO 7.500 6.250 $1,048.83 360 1-Sep-28 $149,776.64
4814841 XXXXXXX XXXXX XX 00000 MF3 7.875 6.250 $1,312.38 360 1-Oct-28 $180,875.43
4815112 XXXXXXXX XX 00000 SFD 7.625 6.250 $670.99 360 1-Sep-28 $94,662.34
4815428 XXXXXXXX XX 00000 SFD 7.500 6.250 $1,341.94 360 1-Aug-28 $191,490.00
4815439 XXXXX XXXXX XX 00000 SFD 7.750 6.250 $865.07 360 1-Sep-28 $120,579.00
4815735 XXXXXXXX XX 00000 SFD 7.750 6.250 $644.78 360 1-Sep-28 $89,872.53
4815810 XXXXX XX 00000 SFD 7.375 6.250 $1,485.68 180 1-Jul-13 $159,509.23
4817137 WEISER ID 83672 SFD 7.750 6.250 $320.04 180 1-Aug-13 $33,696.67
4818287 XXX XXXXX XX 00000 LCO 7.250 6.250 $399.08 360 1-Sep-28 $58,408.44
4818345 XXXXX XXXXX XX 00000 LCO 7.875 6.250 $390.82 360 1-Aug-28 $53,787.97
4818713 XXXXXXXX XX 00000 SFD 7.500 6.250 $643.28 360 1-Aug-28 $91,793.87
4818758 XXXXXX XX 00000 SFD 7.625 6.250 $540.76 360 1-Aug-28 $76,233.04
4818769 XXXX XXXXX XX 00000 SFD 7.875 6.250 $926.64 360 1-Aug-28 $127,534.41
4819425 XXXXXX XX 00000 LCO 8.000 6.250 $449.07 360 1-Sep-28 $61,117.59
4820308 XXXXXXXX XXXXX XX 00000 SFD 7.500 6.250 $978.91 360 1-Nov-28 $140,000.00
4820366 BLACK XXXXXXXX XX 00000 LCO 7.500 6.250 $615.31 360 1-Oct-28 $87,934.69
4821403 XXXXXX XXXXXXX XX 00000 SFD 8.375 6.250 $547.26 360 1-Aug-28 $71,864.78
4821409 XXX XXXX XXXXXX XX 00000 SFD 8.375 6.250 $437.81 360 1-Aug-28 $57,491.82
4821608 XXXX XXXX XX 00000 SFD 7.750 6.250 $641.91 360 1-Aug-28 $89,409.05
4821730 XXXXXXX XX 00000 SFD 6.625 6.250 $1,406.13 360 1-Aug-28 $219,015.53
4821734 XXXXXXXXXXX XX 00000 SFD 6.875 6.250 $945.72 360 1-Aug-28 $143,595.07
4822174 XXXXXXXXX XX 00000 MF2 8.250 6.250 $788.83 360 1-Oct-28 $104,933.05
4822270 XXXXXXXXX XX 00000 MF2 7.875 6.250 $1,087.60 360 1-Aug-28 $149,072.60
4824609 XXXXXXXX XX 00000 MF2 8.000 6.250 $895.20 360 1-Sep-28 $121,812.06
4825394 XXXXXXXX XX 00000 SFD 7.375 6.250 $552.55 360 1-Sep-28 $79,877.86
4825639 XXXXXXXXX XX 00000 SFD 7.500 6.250 $800.57 360 1-Nov-28 $114,495.00
4825746 XXXXX XX 00000 SFD 7.875 6.250 $562.66 360 1-Oct-28 $77,546.59
4825933 XXX XXXXXXX XX 00000 SFD 7.500 6.250 $1,020.86 360 1-Sep-28 $145,782.60
4826181 XXXXXXXXXXX XX 00000 SFD 7.625 6.250 $470.68 360 1-Sep-28 $66,322.70
4826614 XXXXX XXXXXXXXX XX 00000 LCO 7.500 6.250 $489.46 360 1-Aug-28 $69,808.91
4826720 XXXXXXXX XX 00000 SFD 7.625 6.250 $566.24 360 1-Aug-28 $79,825.18
4826803 XXXXXXXXX XX 00000 SFD 8.125 6.250 $870.58 360 1-Sep-28 $117,096.08
4827140 XXXXXXXX XX 00000 SFD 8.250 6.250 $270.46 360 1-Oct-28 $35,977.04
4828520 XXXXXXX XXXXX XX 00000 HCO 7.750 6.250 $658.90 180 1-Sep-13 $69,583.92
4828719 XXXXXXXXX XX 00000 SFD 7.750 6.250 $456.72 360 1-Sep-28 $63,659.71
4829291 XXXXXX XXXXX XX 00000 LCT 8.125 6.250 $628.83 360 1-Sep-28 $84,578.82
4829526 XXXXXXXXX XX 00000 LCO 8.000 6.250 $557.37 360 1-Sep-28 $75,857.72
4829760 FT XXXXXXX XX 00000 SFD 7.875 6.250 $973.05 360 1-Jul-28 $133,826.91
4829761 XXXXXXXX XX 00000 SFD 7.500 6.250 $1,118.75 360 1-Sep-28 $159,761.75
4829767 XXXXXX XX 00000 SFD 7.500 6.250 $503.44 360 1-Jul-28 $71,784.23
4829769 XXXXXXX XX 00000 SFD 8.500 6.250 $768.92 360 1-Jun-28 $99,524.81
4829773 XXXXXXXXX XX 00000 MF2 8.750 6.250 $453.14 360 1-Jul-28 $57,465.98
4829782 XXXXXXXXX XX 00000 MF2 8.750 6.250 $534.96 360 1-Jul-28 $67,841.77
4830393 XXXX XXXXXX XX 00000 LCO 7.875 6.250 $756.25 360 1-Sep-28 $104,155.97
4830425 XXXX XXX XX 00000 SFD 7.875 6.250 $1,087.61 360 1-Sep-28 $149,792.86
4830446 XXXXXXX XX 00000 SFD 7.625 6.250 $1,537.33 360 1-Oct-28 $217,042.80
4830447 XXXXXXXX XX 00000 SFD 7.875 6.250 $638.07 360 1-Oct-28 $87,939.43
4830476 XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.250 $905.98 360 1-Oct-28 $127,907.35
4830483 XXXXXX XXXXXX XX 00000 LCO 8.000 6.250 $673.60 360 1-Oct-28 $91,738.40
4830550 XXXXXX XX 00000 SFD 8.125 6.250 $227.21 360 1-Sep-28 $30,542.88
4831156 XXXXXXXX XX 00000 MF2 8.125 6.250 $638.55 360 1-Sep-28 $85,887.11
4831316 XXXXXXXX XX 00000 SFD 7.750 6.250 $626.86 360 1-Sep-28 $87,376.09
4831339 XXXXXX XX 00000 SFD 7.750 6.250 $1,129.54 180 1-Jul-13 $118,568.06
4831345 XXXXXX XX 00000 SFD 8.375 6.250 $239.43 360 1-Jun-28 $31,400.69
4831420 XXXXXX XXXX XX 00000 MF2 8.375 6.250 $855.85 360 1-Jul-28 $112,043.79
4831431 XXXXX XX 00000 SFD 8.250 6.250 $659.24 360 1-Jul-28 $87,523.85
4831448 XXXX XXXXXX XX 00000 SFD 8.500 6.250 $384.46 360 1-Jun-28 $49,845.60
4831460 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $652.57 360 1-Jun-28 $89,686.18
4831473 XXXXXXX XXXXX XX 00000 SFD 8.250 6.250 $649.10 360 1-Jun-28 $86,120.69
4831480 XXXXXXX XX 00000 SFD 7.000 6.250 $1,184.24 360 1-Sep-28 $177,707.33
4831488 XXXX XXXXXXXXXXX XX 00000 SFD 7.000 6.250 $1,204.20 360 1-Sep-28 $180,631.85
4831643 XXXXXXXX XX 00000 LCO 7.875 6.250 $360.36 360 1-Sep-28 $49,631.37
4832059 XXX XXXXXXXX XX 00000 MF2 8.125 6.250 $571.36 360 1-Sep-28 $76,848.97
4832464 XXXXXXXX XX 00000 SFD 7.875 6.250 $758.79 360 1-Aug-28 $103,120.49
4832481 XXXXXXXX XXXXX XX 00000 SFD 8.250 6.250 $764.04 360 1-Jul-28 $101,437.90
4832487 XXXXXXXX XX 00000 COP 7.875 6.250 $288.44 360 1-Nov-28 $39,780.00
4832533 XXXXXXXXX XX 00000 SFD 8.625 6.250 $392.01 360 1-Aug-28 $50,310.08
4832541 XXXXX XX 00000 SFD 7.875 6.250 $307.43 360 1-Jul-28 $42,257.13
4832791 XXXXXXX XXXX XX 00000 SFD 7.750 6.250 $1,370.14 360 1-Sep-28 $190,979.16
4833134 XXXXXXX XX 00000 SFD 7.625 6.250 $1,174.94 360 1-Sep-28 $165,758.94
4833210 XXXXXXXXXX XX 00000 MF2 7.875 6.250 $760.24 360 1-Sep-28 $104,705.20
4833391 XXX XXXXX XX 00000 LCO 7.875 6.250 $385.74 360 1-Jun-28 $52,866.78
4833538 XXXXX XX 00000 SFD 8.250 6.250 $343.84 360 1-Sep-28 $45,709.43
4833576 XXXXXX XX 00000 SFD 7.875 6.250 $823.68 360 1-Sep-28 $113,400.65
4833835 XXXXXXXXX XX 00000 SFD 7.625 6.250 $672.41 360 1-Sep-28 $94,862.04
4833848 XXXXXX XXXXXXX XX 00000 SFD 7.500 6.250 $839.06 360 1-Sep-28 $119,821.32
4833936 XXXXXXX XXXXX XX 00000 SFD 7.250 6.250 $515.73 360 1-Sep-28 $75,448.76
4834015 XXXXXXXXX XX 00000 SFD 6.875 6.250 $1,076.84 360 1-Sep-28 $163,643.79
4834021 XXXXXX XX 00000 SFD 6.750 6.250 $1,447.68 360 1-Sep-28 $222,814.56
4834108 XXXXX XX 00000 SFD 8.000 6.250 $1,045.62 360 1-Sep-28 $142,308.12
4834157 XXXXXXXX XX 00000 MF2 8.000 6.250 $393.30 360 1-Sep-28 $53,527.82
4834162 XXXXXXXX XX 00000 MF2 8.000 6.250 $393.30 360 1-Oct-28 $53,564.03
4834209 XXXXXX XXXXX XX 00000 LCO 7.750 6.250 $275.11 360 1-Oct-28 $38,372.89
4834287 XXXXXXXXXX XX 00000 LCO 7.625 6.250 $531.27 360 1-Oct-28 $75,005.67
4834312 XXXX XXXXXX XX 00000 HCO 8.000 6.250 $693.41 360 1-Oct-28 $94,436.59
4834329 XXXXXXXXX XX 00000 SFD 7.625 6.250 $751.68 360 1-Sep-28 $106,045.77
4834356 XXXXXXXX XX 00000 SFD 7.250 6.250 $1,036.37 360 1-Sep-28 $151,682.24
4834528 XXXXXXXX XX 00000 SFD 7.750 6.250 $1,604.77 360 1-Oct-28 $223,841.90
4834733 XXXXXX XXXXXX XX 00000 SFD 7.000 6.250 $1,567.56 180 1-Oct-13 $173,849.77
4835517 XXXXXXXXX XX 00000 SFD 8.000 6.250 $510.12 360 1-Sep-28 $69,367.09
4835552 XXXX XXXXXXXX XX 00000 MF2 7.625 6.250 $452.99 360 1-Sep-28 $63,907.06
4835573 XXXXXXXXX XX 00000 SFD 7.500 6.250 $1,314.53 360 1-Aug-28 $187,578.79
4836083 XXX XXXX XX 00000 THS 7.875 6.250 $1,448.77 360 1-Oct-28 $199,672.48
4836091 XXXXXXX XX 00000 THS 8.000 6.250 $378.63 360 1-Sep-28 $51,530.51
4836113 XXXXXXXX XX 00000 MF2 7.750 6.250 $363.94 360 1-Sep-28 $50,715.64
4836114 XXXXXXXX XX 00000 MF2 7.750 6.250 $358.21 360 1-Sep-28 $49,916.83
4836758 XXXXXXXXX XX 00000 SFD 8.000 6.250 $587.02 360 1-Aug-28 $79,837.86
4837349 XXXXXXXX XX 00000 MAN 7.875 6.250 $344.29 180 1-Sep-13 $36,087.16
4837524 XXXXXXXX XX 00000 SFD 7.750 6.250 $349.61 360 1-Sep-28 $48,730.89
4837538 XXXXXXXXX XX 00000 LCO 8.250 6.250 $709.20 360 1-Sep-28 $94,279.19
4837626 XXXXXX XX 00000 SFD 8.125 6.250 $994.94 360 1-Aug-28 $133,735.27
4838358 XXXXXXX XX 00000 THS 8.000 6.250 $378.63 360 1-Sep-28 $51,530.51
4838706 XXXXXX XX 00000 LCO 7.500 6.250 $523.33 360 1-Sep-28 $74,732.55
4839220 XXXXXXXX XX 00000 SFD 7.625 6.250 $1,607.76 360 1-Jul-28 $226,317.44
4839229 XXXXXXXXXX XX 00000 SFD 7.250 6.250 $852.73 360 1-Jun-28 $124,405.97
4839355 XXXXXXXX XX 00000 HCO 7.875 6.250 $652.56 360 1-Sep-28 $89,875.73
4839425 XXXXXXXX XX 00000 SFD 7.500 6.250 $1,063.75 180 1-Sep-13 $113,551.59
4839430 XXXXX XXXX XX 00000 MF2 8.000 6.250 $990.58 360 1-Sep-28 $134,818.24
4839733 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $1,096.02 360 1-Sep-28 $156,516.61
4840295 XXXXXXXXXX XX 00000 SFD 8.125 6.250 $742.50 360 1-Sep-28 $99,868.73
4840699 XXXXXX XX 00000 SFD 8.250 6.250 $1,200.53 360 1-Oct-28 $159,698.10
4840894 XXXX XXXXX XX 00000 SFD 8.000 6.250 $689.74 360 1-Sep-28 $93,872.71
4840895 XXXXXXX XX 00000 LCO 8.000 6.250 $623.70 360 1-Sep-28 $84,885.56
4840956 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $594.55 360 1-Oct-28 $83,939.20
4841004 XXXXXXXX XX 00000 SFD 7.750 6.250 $824.77 360 1-Sep-28 $114,961.97
4841082 XXXXXXXXXX XXXX XX 00000 SFD 7.750 6.250 $1,565.37 360 1-Oct-28 $218,345.78
4841370 XXXXXXX XX 00000 SFD 7.625 6.250 $642.33 360 1-Sep-28 $90,485.81
4841471 XXXXXXXXXX XX 00000 SFD 7.000 6.250 $584.24 180 1-Oct-13 $64,794.93
4841770 XXXXXX XXXXX XX 00000 LCO 7.875 6.250 $238.19 360 1-Sep-28 $32,804.37
4841897 XXXXXXXX XX 00000 SFD 8.000 6.250 $663.33 360 1-Sep-28 $90,278.27
4842502 XXXXXX XX 00000 MF2 7.500 6.250 $454.49 360 1-Sep-28 $64,903.22
4842790 XXXXXXX XX 00000 SFD 7.000 6.250 $2,013.38 180 1-Sep-13 $222,582.44
4843437 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $1,205.03 180 1-Sep-13 $128,226.87
4843605 XXXXXXXXX XX 00000 SFD 7.250 6.250 $499.36 360 1-Oct-28 $73,142.89
4843707 XXXXX XX 00000 SFD 8.125 6.250 $641.52 360 1-Sep-28 $86,286.58
4843788 XXXXXXXXX XX 00000 SFD 8.000 6.250 $396.24 360 1-Oct-28 $53,963.76
4843797 XXX XXXXX XX 00000 SFD 8.000 6.250 $435.86 360 1-Oct-28 $59,360.14
4843799 XXXXXXX XX 00000 SFD 7.750 6.250 $517.71 180 1-Nov-13 $55,000.00
4843853 XXXXXX XX 00000 SFD 8.500 6.250 $361.39 360 1-Sep-28 $46,942.84
4844243 XXXXXXXXX XX 00000 SFD 7.375 6.250 $897.88 360 1-Sep-28 $129,801.55
4844934 XXXXXXXXX XX 00000 SFD 7.625 6.250 $694.20 360 1-Sep-28 $97,937.59
4845254 XXXXXX XX 00000 SFD 7.625 6.250 $634.18 360 1-Sep-28 $89,469.90
4845396 XXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.250 $798.82 360 1-Sep-28 $112,696.11
4845890 COMMACK NY 11725 SFD 7.125 6.250 $1,266.60 360 1-Oct-28 $187,849.65
4845919 XXXXXXX XX 00000 SFD 7.250 6.250 $769.50 360 1-Nov-28 $112,800.00
4845951 XXXXXXX XX 00000 SFD 7.875 6.250 $1,200.72 360 1-Oct-28 $165,486.03
4846407 XXXXXXXXX XX 00000 SFD 7.000 6.250 $814.34 360 1-Oct-28 $122,299.66
4846483 NORTH XXXXXX XXXXX XX 00000 MF2 8.000 6.250 $697.08 360 1-Sep-28 $94,872.08
4846760 XXXXXX XXXX XX 00000 MF2 8.000 6.250 $704.42 360 1-Sep-28 $95,870.73
4846793 XXXXXXXX XX 00000 MF2 7.875 6.250 $319.76 360 1-Sep-28 $44,039.10
4846951 XXXXXXX XXXXX XX 00000 SFD 7.750 6.250 $470.64 180 1-Oct-13 $49,852.28
4846957 XXXXXX XX 00000 MF2 7.750 6.250 $503.59 180 1-Oct-13 $53,341.93
4847038 XXXXXXX XX 00000 MF2 8.000 6.250 $1,066.53 360 1-Oct-28 $145,252.47
4847409 XXXXXX XX 00000 SFD 7.500 6.250 $1,034.84 360 1-Oct-28 $147,890.16
4847535 XXXXXX XX 00000 SFD 7.500 6.250 $693.63 360 1-Oct-28 $99,111.37
4847812 XXXXXXXXX XX 00000 SFD 8.000 6.250 $713.95 360 1-Sep-28 $97,169.00
4847894 XXXXXXXXX XX 00000 SFD 7.875 6.250 $447.01 360 1-Oct-28 $61,607.57
4847947 XXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.250 $721.95 360 1-Sep-28 $101,851.89
4848186 XXXXXXX XX 00000 SFD 7.000 6.250 $1,170.94 360 1-Oct-28 $175,855.73
4849156 XXXXX XXXXXX XX 00000 SFD 7.750 6.250 $591.05 360 1-Oct-28 $82,441.76
4849552 XXX XXXXXXX XX 00000 SFD 8.125 6.250 $130.31 360 1-Oct-28 $17,538.52
4849639 XXXXXXX XX 00000 SFD 7.625 6.250 $607.64 360 1-Oct-28 $85,787.87
4849711 XXXXXXXX XX 00000 COP 7.250 6.250 $682.18 360 1-Nov-28 $100,000.00
4849861 XXXXXX XXXXXX XX 00000 MF2 7.625 6.250 $758.05 360 1-Nov-28 $107,100.00
4849958 XXXXXXXXX XX 00000 MF4 8.000 6.250 $1,614.29 360 1-Sep-28 $219,703.77
4849986 XXXXXXXX XX 00000 LCT 8.250 6.250 $236.65 360 1-Nov-28 $31,500.00
4850199 XXXXXX XX 00000 SFD 7.500 6.250 $769.14 360 1-Oct-28 $109,918.36
4850207 XXXXX XX 00000 SFD 8.000 6.250 $716.53 360 1-Oct-28 $97,584.47
4850283 XXXXXX XX 00000 MF4 8.125 6.250 $1,413.71 360 1-Sep-28 $190,150.07
4851189 XXXXX XXXXX XX 00000 SFD 7.750 6.250 $1,015.52 360 1-Oct-28 $141,649.95
4851237 XXXXXXXXX XX 00000 SFD 8.375 6.250 $708.42 360 1-Sep-28 $93,088.74
4851461 XXXXXXX XX 00000 SFD 7.875 6.250 $493.05 360 1-Sep-28 $67,906.09
4851602 XXXXX XX 00000 SFD 7.875 6.250 $565.56 360 1-Sep-28 $77,892.28
4851623 XXXXXXXXXXX XX 00000 SFD 7.750 6.250 $790.21 360 1-Oct-28 $110,222.14
4851678 XXXXXXXXXXX XX 00000 SFD 6.750 6.250 $814.64 360 1-Sep-28 $125,383.11
4852051 XXXXXXXX XXXX XX 00000 SFD 8.000 6.250 $1,247.40 360 1-Oct-28 $169,885.93
4852353 XXXX XXXXXXXX XX 00000 MF3 7.625 6.250 $707.80 360 1-Sep-28 $99,854.78
4852585 XXXXXXXX XXXXX XX 00000 SFD 8.000 6.250 $254.62 360 1-Sep-28 $34,653.27
4852599 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $584.04 360 1-Sep-28 $80,438.78
4852789 XXXXXXX XX 00000 SFD 7.875 6.250 $499.22 360 1-Oct-28 $68,802.61
4852878 XXXXXXXXX XX 00000 MF2 7.875 6.250 $598.40 360 1-Sep-28 $82,416.04
4853026 XXXXXXXXX XX 00000 LCO 8.125 6.250 $548.71 360 1-Oct-28 $73,851.65
4853143 KENNER LA 70065 SFD 8.125 6.250 $701.66 360 1-Oct-28 $94,438.18
4853695 XXX XXXXXXX XX 00000 SFD 7.875 6.250 $1,016.91 360 1-Oct-28 $140,153.48
4854349 XXXXXXX XX 00000 SFD 7.625 6.250 $637.02 360 1-Oct-28 $89,934.86
4854723 XXXXXX XXXXXXX XX 00000 MF4 8.125 6.250 $618.13 360 1-Oct-28 $83,195.54
4855112 XXXXXX XXXXXXX XX 00000 MF4 8.125 6.250 $618.13 360 1-Oct-28 $83,195.54
4855305 XXXXXX XX 00000 SFD 7.875 6.250 $565.56 360 1-Oct-28 $77,941.88
4855559 XXXXX XX 00000 MF2 8.000 6.250 $429.26 360 1-Oct-28 $58,460.74
4855780 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $477.14 360 1-Oct-28 $66,552.98
4855942 XXX XXXX XX 00000 HCO 7.750 6.250 $682.03 360 1-Nov-28 $95,200.00
4856647 XXXXXXX XX 00000 SFD 7.750 6.250 $1,134.09 360 1-Oct-28 $158,188.26
4857123 XXXXXXXX XX 00000 MF2 8.125 6.250 $781.85 360 1-Oct-28 $105,231.12
4857317 XXXXX XXXXXX XX 00000 SFD 7.875 6.250 $1,436.15 360 1-Nov-28 $198,070.00
4858203 XXXXX XX 00000 SFD 8.125 6.250 $1,113.75 360 1-Oct-28 $149,901.88
4859038 XXXXXXXXX XX 00000 SFD 7.875 6.250 $630.82 360 1-Nov-28 $87,000.00
4859306 XXXXXXXX XX 00000 PUD 7.750 6.250 $793.07 360 1-Oct-28 $110,621.87
4859665 XXXXXXXXXXXXXX XX 00000 SFD 7.500 6.250 $943.25 360 1-Oct-28 $134,799.88
4859759 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $676.66 360 1-Oct-28 $95,530.80
4859767 XXXXXXXX XX 00000 SFD 7.375 6.250 $469.66 360 1-Oct-28 $67,767.92
4860396 RARATIN NJ 08869 MF3 7.250 6.250 $1,105.13 360 1-Oct-28 $161,873.62
4860712 XXXXXXXXXXX XX 00000 SFD 8.125 6.250 $835.31 360 1-Oct-28 $112,426.41
4861476 X.XXX XXXX XXXXX XX 00000 LCO 8.000 6.250 $246.55 360 1-Nov-28 $33,600.00
4861503 XXXXX XX 00000 SFD 7.500 6.250 $948.14 360 1-Nov-28 $135,600.00
4861528 XXXXXXXXXXX XX 00000 SFD 7.500 6.250 $1,006.87 360 1-Nov-28 $144,000.00
4861867 XXXXXXXX XX 00000 SFD 7.125 6.250 $1,067.18 360 1-Oct-28 $158,273.32
4862035 XXXX XXXXX XX 00000 SFD 7.500 6.250 $693.63 360 1-Nov-28 $99,200.00
4862135 XXXXXXX XX 00000 SFD 7.875 6.250 $913.59 360 1-Oct-28 $125,913.29
4862536 XXXXXXXXXXX XX 00000 SFD 6.875 6.250 $356.75 180 1-Oct-13 $39,872.42
4863245 XXXX XXXX XX 00000 MF4 7.375 6.250 $1,191.31 180 1-Nov-13 $129,500.00
4863282 XXXXXXX XX 00000 SFD 7.750 6.250 $1,189.96 360 1-Oct-28 $165,982.77
4863317 FALLS XXXXXX XX 00000 SFD 7.875 6.250 $881.33 360 1-Oct-28 $121,466.34
4864042 XXXX XX 00000 SFD 7.500 6.250 $690.83 360 1-Nov-28 $98,800.00
4864048 XXXX XX 00000 SFD 7.500 6.250 $634.89 360 1-Nov-28 $90,800.00
4864235 XXXXXXXXX XX 00000 MF2 7.875 6.250 $745.38 360 1-Nov-28 $102,800.00
4864343 XXXXXX XX 00000 LCO 7.500 6.250 $887.31 360 1-Oct-28 $126,805.82
4864347 XXXXXX XX 00000 MF4 8.125 6.250 $588.80 360 1-Oct-28 $79,248.13
4864432 KITTY XXXX XX 00000 SFD 7.375 6.250 $1,674.27 180 1-Nov-13 $182,000.00
4864883 XXXXXXX XX 00000 SFD 7.750 6.250 $837.49 360 1-Oct-28 $116,817.49
4864909 XXXX XXXXX XX 00000 SFD 7.875 6.250 $580.06 360 1-Sep-28 $79,889.52
4865211 XXXXX XXXXX XX 00000 LCO 7.500 6.250 $380.38 360 1-Oct-28 $54,359.62
4865495 XXXXXX XXXXXXX XX 00000 SFD 7.625 6.250 $673.82 360 1-Oct-28 $95,044.16
4865505 XXXXXXX XX 00000 SFD 7.875 6.250 $1,105.74 360 1-Oct-28 $152,395.04
4865519 XXXXXXXXXXXX XX 00000 MF2 7.625 6.250 $479.21 180 1-Nov-13 $51,300.00
4866555 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $601.63 360 1-Oct-28 $84,938.47
4866692 XXXXXXXX XX 00000 SFD 8.000 6.250 $242.88 360 1-Nov-28 $33,100.00
4866770 XXXXXX XX 00000 SFD 7.125 6.250 $1,530.36 360 1-Oct-28 $226,968.34
4866888 XXXXXXXX XX 00000 SFD 7.500 6.250 $594.05 360 1-Oct-28 $84,896.95
4867442 XXX XXXXXXXX XX 00000 MF2 7.875 6.250 $541.63 360 1-Nov-28 $74,700.00
4867665 XXXX XXXXXX XX 00000 LCT 6.750 6.250 $186.72 180 1-Nov-13 $21,100.00
4868271 XXXX XXXXXX XX 00000 PUD 7.750 6.250 $841.79 360 1-Oct-28 $117,417.06
4868665 XXXXXXXXXX XX 00000 LCO 7.750 6.250 $698.15 360 1-Oct-28 $97,381.21
4868829 XXXXXXXXXXXX XX 00000 SFD 7.625 6.250 $374.07 360 1-Oct-28 $52,811.75
4868923 XXXXXXXX XX 00000 SFD 7.000 6.250 $821.65 360 1-Nov-28 $123,500.00
4869098 XXXXX XX 00000 MF4 7.750 6.250 $752.23 360 1-Sep-28 $104,851.31
4869161 XXXXXXX XX 00000 SFD 8.125 6.250 $549.08 360 1-Oct-28 $73,901.63
4869176 XXXXXXX XX 00000 LCO 8.125 6.250 $252.45 360 1-Jul-28 $33,910.12
4869719 XXXXXXXXXXXX XX 00000 SFD 8.875 6.250 $373.16 360 1-Oct-28 $46,873.70
4869831 XXXXXXX XX 00000 SFD 7.750 6.250 $601.79 360 1-Nov-28 $84,000.00
4869952 XXXX XXXXXXXXXX XX 00000 SFD 7.875 6.250 $427.80 360 1-Nov-28 $59,000.00
4869954 WALLED XXXX XX 00000 SFD 7.875 6.250 $416.92 360 1-Nov-28 $57,500.00
4869955 XXXXXXXXX XX 00000 SFD 7.625 6.250 $1,005.07 360 1-Nov-28 $142,000.00
4870377 HALF XXXX XXX XX 00000 LCO 7.875 6.250 $1,207.97 360 1-Nov-28 $166,600.00
4870814 XXXXX XX 00000 SFD 7.250 6.250 $586.67 360 1-Sep-28 $85,865.42
4870860 XXXXX XX 00000 SFD 7.375 6.250 $744.55 360 1-Oct-28 $107,717.97
4871780 XXXXX XXXXXX XX 00000 SFD 7.875 6.250 $761.15 360 1-Oct-28 $104,902.75
4872528 XXXX XXXXXX XX 00000 SFD 7.500 6.250 $989.57 360 1-Nov-28 $141,525.00
4872630 XXXXXXXXXXX XX 00000 SFD 7.625 6.250 $545.01 360 1-Oct-28 $76,944.26
4872691 XXXXXX XX 00000 SFD 7.875 6.250 $750.45 360 1-Nov-28 $103,500.00
4873477 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $628.01 360 1-Oct-28 $87,598.13
4873532 XXXXXXXXX XX 00000 MF4 7.875 6.250 $1,566.15 360 1-Oct-28 $215,851.35
4873986 XXXXXXXXX XX 00000 SFD 8.500 6.250 $346.02 360 1-Oct-28 $44,972.73
4874099 XXXX XX 00000 SFD 7.500 6.250 $419.53 360 1-Nov-28 $60,000.00
4874233 XXX XXXX XX 00000 LCO 8.125 6.250 $848.68 360 1-Oct-28 $114,225.23
4874480 XXXXXXX XX 00000 SFD 7.500 6.250 $1,359.28 360 1-Nov-28 $194,400.00
4875010 XXXXXXXXX XX 00000 MF2 7.250 6.250 $1,227.92 360 1-Oct-28 $179,859.58
4875032 XXXXXXXXX XX 00000 SFD 7.625 6.250 $1,167.86 360 1-Nov-28 $165,000.00
4875096 XXXXXXXXX XX 00000 SFD 7.875 6.250 $446.64 360 1-Oct-28 $61,557.61
4875163 XXXXXXXXX XX 00000 SFD 7.250 6.250 $654.89 360 1-Oct-28 $95,925.11
4876219 XXXXXXX XX 00000 SFD 7.375 6.250 $774.25 360 1-Sep-28 $111,928.86
4876378 XXXXX XXXXX XX 00000 LCO 7.750 6.250 $389.73 360 1-Nov-28 $54,400.00
4876438 XXXXX XXXXX XX 00000 LCO 7.750 6.250 $389.73 360 1-Nov-28 $54,400.00
4877851 XXXXX XXXXXX XX 00000 SFD 7.250 6.250 $775.98 360 1-Oct-28 $112,403.71
4877961 XXXXXXXX XX 00000 SFD 7.750 6.250 $235.70 360 1-Nov-28 $32,900.00
4878031 XXXXXXXX XX 00000 SFD 7.750 6.250 $315.23 360 1-Nov-28 $44,000.00
4878064 XXXXXX XX 00000 PUD 7.750 6.250 $1,095.39 360 1-Sep-28 $152,683.48
4878082 XXXXXX XX 00000 SFD 7.250 6.250 $920.94 360 1-Sep-28 $134,788.73
4878129 XXXXXX XX 00000 SFD 8.250 6.250 $425.97 360 1-Nov-28 $56,700.00
4878288 XXXX XX 00000 MF4 6.750 6.250 $1,138.44 180 1-Nov-13 $128,650.00
4878513 XXXXXXX XX 00000 SFD 7.375 6.250 $440.31 360 1-Oct-28 $63,701.49
4878707 XXXXXX XX 00000 SFD 7.875 6.250 $543.81 360 1-Nov-28 $75,000.00
4879069 XXXXXXXX XX 00000 SFD 7.000 6.250 $436.78 360 1-Oct-28 $65,596.18
4879290 XXXXXXXX XXXXX XX 00000 SFD 7.500 6.250 $629.30 360 1-Nov-28 $90,000.00
4879807 XXXXX XX 00000 LCO 8.750 6.250 $395.72 360 1-Nov-28 $50,300.00
4880346 XXXXXXX XX 00000 SFD 8.875 6.250 $637.32 360 1-Nov-28 $80,100.00
4881663 XXXX XXXXX XX 00000 SFD 7.500 6.250 $1,096.37 360 1-Oct-28 $156,683.63
4882859 XXXXXXX XX 00000 SFD 7.375 6.250 $1,568.87 360 1-Sep-28 $226,803.24
4882934 XXXXXX XX 00000 MF2 7.625 6.250 $498.29 360 1-Nov-28 $70,400.00
4882986 XXXXXXXXXX XX 00000 MF4 8.125 6.250 $1,136.03 360 1-Nov-28 $153,000.00
4883034 XXXX XX 00000 SFD 7.375 6.250 $618.85 360 1-Nov-28 $89,600.00
4883080 XXXXXXX XXXXX XX 00000 SFD 6.750 6.250 $778.32 360 1-Nov-28 $120,000.00
4883355 XXXXXXXX XXXX XX 00000 SFD 7.750 6.250 $809.55 360 1-Nov-28 $113,000.00
4884018 BEND OR 97701 SFD 7.875 6.250 $765.68 360 1-Nov-28 $105,600.00
4885183 XXXXXXX XX 00000 LCO 7.875 6.250 $558.31 360 1-Nov-28 $77,000.00
4885236 XXXXXXX XX 00000 SFD 7.625 6.250 $999.41 360 1-Oct-28 $141,097.80
4885710 XXXX XX 00000 SFD 7.375 6.250 $251.41 360 1-Nov-28 $36,400.00
4886544 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $608.12 180 1-Nov-13 $65,100.00
4887811 XX.XXXXX XX 00000 SFD 7.875 6.250 $516.25 360 1-Nov-28 $71,200.00
4890529 XXXXXXXXX XX 00000 SFD 7.750 6.250 $487.17 360 1-Nov-28 $68,000.00
4891374 XXXXXXX XX 00000 PUD 7.500 6.250 $430.72 360 1-Oct-28 $61,554.28
4893144 XXXXXX XX 00000 LCO 8.000 6.250 $445.77 360 1-Nov-28 $60,750.00
4893284 XXXXX XXXX XX 00000 LCO 8.750 6.250 $649.03 360 1-Nov-28 $82,500.00
4898656 XXXXXXXX XX 00000 SFD 7.375 6.250 $408.88 360 1-Nov-28 $59,200.00
4904362 XXXXXXX XXXX XX 00000 MF2 6.875 6.250 $1,241.60 360 1-Nov-28 $189,000.00
4904970 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $554.21 360 1-Nov-28 $78,300.00
6454974 XXXXXX XXXXXX XX 00000 SFD 8.125 6.250 $790.76 360 1-Jul-28 $106,218.49
6538163 XXXXXX XXXX XX 00000 SFD 7.625 6.250 $601.62 360 1-Sep-28 $84,776.26
6639171 XXXXXXXXX XX 00000 SFD 8.000 6.250 $1,359.67 360 1-Sep-28 $185,050.49
6654543 XXXX XXXXXX XX 00000 SFD 7.750 6.250 $895.52 360 1-Sep-28 $124,822.97
6679871 XXXX XX 00000 SFD 7.875 6.250 $1,087.60 360 1-Jul-28 $149,532.93
6737971 XXXXXXXX XX 00000 SFD 7.500 6.250 $666.00 360 1-Oct-28 $95,179.31
6759588 XXXXXXXX XXXX XX 00000 PUD 7.375 6.250 $884.06 360 1-Oct-28 $127,902.61
6786464 XXXXXX XX 00000 SFD 7.000 6.250 $834.95 360 1-Oct-28 $125,332.08
6808779 XXXXXXXXXX XX 00000 SFD 7.375 6.250 $1,299.39 360 1-Sep-28 $187,846.82
6820147 XXXXXXXXXX XX 00000 SFD 8.125 6.250 $807.09 360 1-Jun-28 $108,339.65
6820779 XXXXXXXXX XX 00000 SFD 7.125 6.250 $842.15 360 1-Aug-28 $124,698.33
6827211 XXXX XXXXXX XX 00000 SFD 7.750 6.250 $1,187.45 360 1-Oct-28 $165,633.02
6836310 XXXXXX XX 00000 SFD 8.375 6.250 $581.46 360 1-Jun-28 $76,258.88
6863592 XXXXXXX XX 00000 PUD 7.250 6.250 $989.16 360 1-Aug-28 $144,658.59
6864304 XXXXXXXX XX 00000 PUD 6.875 6.250 $1,356.56 360 1-Oct-28 $206,326.51
6873866 XXXXXXXXXX XX 00000 SFD 7.250 6.250 $972.10 360 1-Jun-28 $141,937.44
6881899 XXXXXXXXXX XX 00000 PUD 7.125 6.250 $1,077.95 360 1-Oct-28 $159,872.05
6887213 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $329.91 360 1-Jul-28 $45,373.49
6893965 XXXX XXXXX XX 00000 SFD 7.750 6.250 $899.81 360 1-Jul-28 $125,241.98
6898295 XXXXXXXXX XX 00000 SFD 8.000 6.250 $454.93 360 1-Aug-28 $61,874.38
6906037 XXXXXXX XXXX XX 00000 SFD 7.500 6.250 $1,536.17 360 1-Sep-28 $219,372.90
6906717 XXXXXXXXX XX 00000 SFD 8.000 6.250 $821.82 360 1-Jul-28 $111,696.37
6909151 XXXXXXXXXX XX 00000 MF2 8.250 6.250 $323.80 360 1-Sep-28 $43,044.83
6912244 XXX XXXXX XX 00000 LCO 7.125 6.250 $1,266.54 360 1-Oct-28 $187,841.66
6918046 XXXXXXXXXXXX XX 00000 LCO 7.500 6.250 $970.16 360 1-Nov-28 $138,750.00
0000000 XXXXX XXXXX XXXX XX 00000 LCO 7.000 6.250 $1,090.76 360 1-Aug-28 $160,233.91
6923918 XXXXXXXXX XX 00000 PUD 7.500 6.250 $1,286.55 360 1-Sep-28 $183,726.05
6926128 XXX XXXX XX 00000 SFD 7.500 6.250 $998.48 360 1-Oct-28 $142,694.02
6932714 XXXXXXXX XX 00000 SFD 7.500 6.250 $1,335.50 360 1-Sep-28 $190,715.61
6932978 XXXXXXXX XX 00000 SFD 7.000 6.250 $1,489.28 360 1-Oct-28 $223,666.51
6934305 XXX XXXXXXX XX 00000 LCO 8.000 6.250 $1,441.85 360 1-Aug-28 $196,101.81
6934593 XXXXX XXXXX XX 00000 SFD 7.875 6.250 $1,328.33 360 1-Aug-28 $182,819.27
6940137 XXXXXXX XX 00000 MAN 7.000 6.250 $379.22 360 1-Sep-28 $56,906.29
6947636 XXXXXXXXX XX 00000 SFD 8.250 6.250 $1,164.46 360 1-Aug-28 $154,701.46
6948157 XXXXX XXXXX XX 00000 SFD 7.375 6.250 $1,447.66 360 1-Aug-28 $209,118.58
6948670 XXXXXXXXX XX 00000 MF2 8.000 6.250 $328.73 360 1-Sep-28 $44,739.68
6951460 XXXXXXX XXXX XX 00000 SFD 7.625 6.250 $1,434.34 360 1-Aug-28 $202,207.19
6954854 XXXXXXX XX 00000 MF4 8.375 6.250 $465.16 360 1-Oct-28 $61,161.97
6958974 XXXXXXXXXX XX 00000 SFD 6.500 6.233 $427.28 360 1-Aug-28 $67,415.67
6965013 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $629.29 360 1-Sep-28 $89,866.00
6967524 XXXXXX XXXXXXXXX XX 00000 SFD 7.500 6.250 $771.93 360 1-Sep-28 $110,235.63
6969191 XXXXXX XX 00000 SFD 7.375 6.250 $1,298.47 360 1-Aug-28 $187,416.66
6973839 XXX XXXXX XX 00000 SFD 7.500 6.250 $104.88 360 1-Jul-28 $14,955.06
6975489 XXXXX XX 00000 SFD 8.125 6.250 $548.63 360 1-Aug-28 $73,744.02
6975796 XXXXXXXXX XX 00000 SFD 7.875 6.250 $783.07 360 1-Aug-28 $107,775.57
6976657 XXXXX XX 00000 SFD 7.500 6.250 $1,549.46 360 1-Aug-28 $221,103.53
6977233 XXXXXXXXXX XX 00000 MF2 7.375 6.250 $621.61 360 1-Sep-28 $89,862.60
6979144 XXXXXX XX 00000 SFD 7.250 6.250 $589.06 360 1-Sep-28 $86,214.87
6981390 XXXXXXXX XX 00000 SFD 7.875 6.250 $690.63 360 1-Sep-28 $94,534.79
6983537 XXXXXX XX 00000 SFD 6.750 6.250 $1,030.49 360 1-Nov-28 $158,880.00
6983895 XXXXXXXXXX XX 00000 SFD 7.250 6.250 $1,994.61 180 1-Aug-13 $216,464.23
6984569 XXXXXXX XX 00000 SFD 7.500 6.250 $432.64 360 1-Aug-28 $61,736.37
6985127 XXXXXXXXX XX 00000 SFD 7.750 6.250 $487.16 360 1-Sep-28 $67,903.71
6985192 XXXXXXXXX XX 00000 SFD 7.750 6.250 $390.09 360 1-Sep-28 $54,372.89
6985985 XXX XXXXX XX 00000 SFD 7.250 6.250 $987.79 360 1-Jul-28 $144,344.05
6986154 XXXXXX XXXX XX 00000 LCO 8.250 6.250 $854.98 360 1-Sep-28 $112,768.58
6986184 XXXXXX XXXX XX 00000 LCO 8.250 6.250 $854.98 360 1-Sep-28 $112,768.58
6986190 XXXXXX XXXX XX 00000 LCO 8.250 6.250 $854.98 360 1-Sep-28 $112,768.58
6986226 XXXXXX XXXX XX 00000 PUD 8.250 6.250 $854.98 360 1-Sep-28 $112,768.58
6987731 XXXXXXXXXX XX 00000 SFD 7.250 6.250 $1,043.73 360 1-Oct-28 $152,880.65
6988551 XXXXXXXXX XX 00000 MF2 8.000 6.250 $420.45 360 1-Aug-28 $57,183.88
7000397 XXXXXX XX 00000 MF3 7.125 6.250 $439.33 180 1-Sep-13 $48,196.38
7000812 XXXXXXXXX XX 00000 SFD 7.875 6.250 $261.02 360 1-Sep-28 $35,950.30
7003748 XXXXXXXXX XX 00000 MF2 7.500 6.250 $1,240.76 360 1-Jul-28 $175,396.27
7003986 XXXXXX XX 00000 XXX 8.125 6.250 $447.73 360 1-Aug-28 $60,180.85
7004002 XXXX XXXXXXX XX 00000 SFD 7.625 6.250 $600.21 360 1-Jul-28 $84,552.14
7010282 XXXXXX XX 00000 SFD 7.625 6.250 $748.49 360 1-Sep-28 $105,596.44
7017830 XXXXXXXX XX 00000 HCO 8.000 6.250 $825.49 360 1-Aug-28 $112,272.02
7030805 XXXXXXX XX 00000 MF2 7.875 6.250 $381.75 360 1-Sep-28 $52,577.30
7031755 XXXXXXXXXX XX 00000 MF2 7.875 6.250 $365.43 360 1-Oct-28 $50,365.32
7031839 XXXXXXXX XX 00000 SFD 7.875 6.250 $880.96 360 1-Aug-28 $121,247.49
7031940 XXXXXXXXXX XX 00000 MF2 7.875 6.250 $365.43 360 1-Oct-28 $50,365.32
7032333 XXXXXXXXXX XX 00000 MF2 7.875 6.250 $365.43 360 1-Oct-28 $50,365.32
7032426 XXXXXXXXXX XX 00000 MF2 7.875 6.250 $365.43 360 1-Oct-28 $50,365.32
7032507 XXXXXXXXXX XX 00000 MF2 7.875 6.250 $365.43 360 1-Oct-28 $50,365.32
7034704 XXXXXX XX 00000 MF2 8.125 6.250 $715.02 360 1-Aug-28 $96,109.75
7034831 XXXXX XX 00000 MF4 7.750 6.250 $427.48 360 1-Sep-28 $59,585.51
7036805 XXXXXX XX 00000 SFD 8.000 6.250 $1,262.08 360 1-Sep-28 $171,619.70
7037998 XXXX XX 00000 SFD 8.250 6.250 $1,457.46 360 1-Sep-28 $193,350.35
7044446 XXXXXX XX 00000 LCO 7.750 6.250 $647.64 360 1-Aug-28 $90,207.34
7046276 XXXXX XX 00000 SFD 7.250 6.250 $1,150.83 360 1-Nov-28 $168,700.00
7046479 XXXXXXX XX 00000 SFD 8.125 6.250 $507.87 360 1-Sep-28 $68,310.20
7056653 XXXXXX XXXXXX XX 00000 SFD 7.500 6.250 $1,426.40 360 1-Sep-28 $203,666.07
7059285 XXXX XXXXXXX XX 00000 SFD 8.000 6.250 $810.81 360 1-Oct-28 $110,425.86
7060420 PEQUOT XXXXX XX 00000 SFD 7.750 6.250 $1,240.83 360 1-Sep-28 $172,954.71
7063619 XXXXXXXX XX 00000 SFD 7.750 6.250 $1,268.05 360 1-Sep-28 $176,749.34
7066027 XXXXXX XX 00000 SFD 8.000 6.250 $440.26 360 1-Aug-28 $59,878.41
7066105 XXXXXXX XX 00000 SFD 8.125 6.250 $484.48 360 1-Aug-28 $65,121.09
7066204 XXXXXXXX XX 00000 SFD 8.250 6.250 $162.27 360 1-Aug-28 $21,558.41
7066314 XXXXXXXXXX XX 00000 LCO 7.250 6.250 $336.31 360 1-Aug-28 $49,183.92
7069276 XXXXXX XX 00000 SFD 8.125 6.250 $233.89 360 1-Aug-28 $31,437.75
7069277 XX XXXXXXXX XX 00000 PUD 7.875 6.250 $1,305.12 360 1-Aug-28 $179,625.95
7070707 XXXXXX XX 00000 SFD 8.250 6.250 $676.14 360 1-Aug-28 $89,826.65
7071193 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $1,624.16 360 1-Aug-28 $223,534.48
7072746 XXXXX XX 00000 SFD 7.625 6.250 $375.84 360 1-Aug-28 $52,983.97
7073860 XXXXXXXX XXXX XX 00000 SFD 7.500 6.250 $430.37 360 1-Oct-28 $61,504.32
7075285 XXX XXXX XX 00000 PUD 7.500 6.250 $929.96 360 1-Aug-28 $132,662.74
7075412 XXXXXXXXX XXX XX 00000 SFD 7.750 6.250 $710.68 360 1-Aug-28 $98,988.60
7076731 XXXXXXXXXX XX 00000 MF3 8.000 6.250 $706.22 360 1-Sep-28 $96,116.41
7077037 XXXXXXX XX 00000 SFD 7.875 6.250 $896.19 360 1-Aug-28 $123,343.13
7078434 XXXXXXX XXXXXX XX 00000 LCT 8.000 6.250 $535.65 360 1-Aug-28 $72,852.07
7078651 XXXXX XXX XX 00000 MF2 8.125 6.250 $504.90 360 1-Aug-28 $67,865.65
7078691 XXXXX XXXX XX 00000 SFD 7.625 6.250 $326.95 180 1-Sep-13 $34,552.34
7080705 XXXXX XXXXXX XX 00000 PUD 7.750 6.250 $447.04 360 1-Sep-28 $62,311.64
7082767 XXXX XXXXX XX 00000 SFD 7.625 6.250 $713.46 360 1-Sep-28 $100,653.62
7083201 XXXXXXXXX XX 00000 MF2 7.750 6.250 $889.78 360 1-Sep-28 $124,024.12
7083980 XXXXXX XXXXXX XX 00000 SFD 7.500 6.250 $1,280.40 360 1-Sep-28 $182,847.35
7084462 XXXXXXXX XXXXX XX 00000 SFD 7.750 6.250 $487.09 360 1-Sep-28 $67,893.71
7084713 XXXX XXXXXXX XX 00000 SFD 7.750 6.250 $992.95 360 1-Sep-28 $138,403.71
7085243 XXXXX XXXXX XX 00000 SFD 7.750 6.250 $1,882.55 180 1-Sep-13 $195,573.87
7086222 XXXXXXXXXX XX 00000 LCO 8.125 6.250 $529.03 360 1-Aug-28 $71,109.23
7089688 XXXXX XXXX XX 00000 HCO 8.125 6.250 $1,062.51 360 1-Oct-28 $143,006.40
7090783 XXXXXXX XX 00000 SFD 8.000 6.250 $1,210.71 360 1-Aug-28 $164,665.65
7091341 XXXXX XXXX XX 00000 SFD 8.125 6.250 $334.12 360 1-Aug-28 $44,911.11
7092904 XXXXXX XX 00000 MF2 7.750 6.250 $730.74 360 1-Aug-28 $101,782.64
7092929 XXXXXX XXXXXX XX 00000 SFD 7.750 6.250 $768.35 360 1-Aug-28 $107,021.46
7092953 XXXXXXXX XX 00000 SFD 7.375 6.250 $532.00 360 1-Aug-28 $76,849.09
7093532 XXXXXXXXX XX 00000 MF4 8.250 6.250 $601.76 360 1-Sep-28 $79,997.51
7094903 XXXXXXXX XX 00000 SFD 7.625 6.250 $962.60 360 1-Sep-28 $135,802.51
7095137 XXXXXXXXX XXXXX XX 00000 LCT 8.375 6.250 $290.73 360 1-Sep-28 $38,202.28
7095249 XX XXXXXXXX XX 00000 SFD 7.500 6.250 $1,392.84 360 1-Sep-28 $198,901.03
7095801 XXXXXXXXX XX 00000 SFD 7.375 6.250 $490.38 360 1-Aug-28 $70,836.92
7095973 XXXXXXXXX XX 00000 SFD 8.125 6.250 $311.85 360 1-Aug-28 $41,917.02
7096173 XXXXXXXXXX XX 00000 MF3 7.875 6.250 $1,015.10 360 1-Oct-28 $139,903.65
7098428 XXXXX XXXX XX 00000 MF2 7.750 6.250 $1,318.20 360 1-Aug-28 $183,607.87
7098848 XXXX XX 00000 SFD 7.375 6.250 $828.81 360 1-Sep-28 $119,816.82
7102175 XXXXXX XX 00000 SFD 7.750 6.250 $802.38 360 1-Sep-28 $111,841.39
7102381 XXXXXX XX 00000 SFD 7.625 6.250 $566.23 360 1-Sep-28 $79,883.84
7102403 XXXXXXX XX 00000 SFD 8.125 6.250 $434.36 360 1-Sep-28 $58,423.20
0000000 XX XXXXX XX 00000 SFD 8.125 6.250 $532.37 360 1-Sep-28 $71,548.04
7103846 XXXXXXXXXX XX 00000 SFD 8.000 6.250 $730.83 360 1-Sep-28 $99,465.89
7105014 XXXXXX XX 00000 SFD 7.750 6.250 $509.37 360 1-Aug-28 $70,948.48
7106340 XXXX XXXXXX XX 00000 MF2 8.125 6.250 $1,122.66 360 1-Sep-28 $151,001.51
7106807 XXXXX XXXX XX 00000 SFD 7.500 6.250 $463.51 180 1-Sep-13 $49,697.04
7107720 XXXXXX XX 00000 SFD 7.500 6.250 $693.62 360 1-Sep-28 $99,052.30
7107926 XXXXXXXXXXX XX 00000 SFD 7.625 6.250 $308.24 360 1-Sep-28 $43,486.76
7108233 XXXXXXXXX XX 00000 SFD 7.500 6.250 $660.76 360 1-Sep-28 $94,359.30
7109314 XXXXXXXX XX 00000 SFD 7.500 6.250 $739.42 360 1-Sep-28 $88,737.86
7109774 XXX XXXXXX XX 00000 SFD 7.125 6.250 $1,333.96 360 1-Aug-28 $197,522.17
7109954 XXXXXX XX 00000 SFD 7.250 6.250 $692.55 360 1-Oct-28 $101,440.80
7110642 XXXXXXXX XX 00000 LCO 7.875 6.250 $508.45 360 1-Sep-28 $70,028.18
7110892 XXXXX XX 00000 SFD 8.250 6.250 $811.37 360 1-Oct-28 $107,931.13
7112547 XXXXXXXXXXX XX 00000 SFD 7.875 6.250 $381.02 360 1-Sep-28 $52,477.44
7112920 XXX XXXXX XX 00000 LCO 7.250 6.250 $574.37 360 1-Sep-28 $83,802.46
7113013 XXXXXX XXXX XX 00000 SFD 7.625 6.250 $792.73 360 1-Sep-28 $111,132.91
7116919 XXXX XX 00000 SFD 7.750 6.250 $1,423.65 360 1-Aug-28 $198,295.82
7119470 BEACH XXXXX XX 00000 MF2 7.750 6.250 $931.34 360 1-Oct-28 $129,908.24
7119523 XXXXX XX 00000 SFD 7.500 6.250 $541.89 360 1-Oct-28 $77,442.49
7120889 ACCOKEEK MD 20607 SFD 7.500 6.250 $636.29 360 1-Sep-28 $90,864.50
7121765 XXXXXX XX 00000 SFD 7.750 6.250 $723.58 360 1-Sep-28 $100,856.96
7122440 XXXXXXXXX XX 00000 MF3 7.875 6.250 $717.82 360 1-Sep-28 $98,863.29
7123120 XXXXXX XX 00000 SFD 7.625 6.250 $1,061.69 360 1-Sep-28 $149,782.19
7123569 XXX XXXX XX 00000 LCO 7.250 6.250 $1,417.90 360 1-Aug-28 $207,360.64
7124210 XXXXXXXXX XX 00000 SFD 7.625 6.250 $959.77 360 1-Oct-28 $135,501.86
7124839 XXXXXXXXXXX XX 00000 SFD 7.375 6.250 $742.48 360 1-Oct-28 $107,418.20
7125026 XXXXXX XX 00000 SFD 7.500 6.250 $643.28 360 1-Sep-28 $91,863.01
7126392 XXXXXX XX 00000 PUD 7.750 6.250 $589.18 360 1-Nov-28 $82,240.00
7127032 XXXXXXXXX XX 00000 SFD 7.500 6.250 $433.51 360 1-Sep-28 $61,907.69
7127938 XXXXXXX XX 00000 SFD 7.625 6.250 $440.60 360 1-Oct-28 $62,204.95
7128159 XXXX XXXXXXX XX 00000 SFD 7.500 6.250 $724.39 360 1-Aug-28 $103,367.89
7129264 XXXXXXX XX 00000 SFD 8.000 6.250 $303.78 360 1-Oct-28 $41,372.22
7129861 XXXXXXXXXX XX 00000 PUD 7.500 6.250 $699.21 360 1-Sep-28 $99,851.12
7129883 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $699.21 360 1-Sep-28 $99,851.12
7130495 XXXXXXX XX 00000 LCO 7.375 6.250 $518.01 360 1-Oct-28 $74,942.93
7131669 XXXXXXX XX 00000 SFD 7.000 6.250 $1,514.53 180 1-Sep-13 $167,433.68
7132143 XXX XXXX XX 00000 SFD 7.375 6.250 $1,567.83 360 1-Oct-28 $226,827.27
7132309 XXXXX XXXX XX 00000 SFD 7.250 6.250 $1,916.56 180 1-Oct-13 $209,301.89
7132766 XXXXXXXXX XX 00000 SFD 7.625 6.250 $821.04 360 1-Sep-28 $115,831.55
7133073 XXXXXXXX XX 00000 SFD 7.250 6.250 $1,418.38 360 1-Sep-28 $207,480.64
7134336 XXXXX XXXXXXXXXX XX 00000 PUD 8.250 6.250 $324.55 360 1-Aug-28 $43,116.78
7134586 XXXXXXXXXX XX 00000 SFD 8.125 6.250 $748.44 360 1-Sep-28 $100,630.00
7135284 XXXXXXX XX 00000 SFD 7.750 6.250 $612.68 360 1-Oct-28 $85,459.64
7135366 XXXXXXXX XX 00000 SFD 7.875 6.250 $309.97 360 1-Sep-28 $42,690.96
7136799 XXXXXX XXXXX XX 00000 PUD 7.750 6.250 $429.85 360 1-Oct-28 $59,957.65
7137042 XXXXXXX XXX XX 00000 SFD 7.750 6.250 $1,432.82 360 1-Sep-28 $199,716.79
0000000 XXXXXXX XXX XX 00000 SFD 7.500 6.250 $678.24 360 1-Sep-28 $96,855.57
7137171 XXXXXXX XX 00000 SFD 7.500 6.250 $954.43 360 1-Sep-28 $136,296.76
7137173 XXXX XXXXXXX XX 00000 SFD 7.500 6.250 $1,012.46 360 1-Sep-28 $144,584.41
7138133 XXXXXXXXX XX 00000 LCO 7.875 6.250 $743.20 360 1-Sep-28 $102,358.45
7138597 XXXXXX XXXXX XX 00000 LCO 7.500 6.250 $489.45 360 1-Nov-28 $70,000.00
7139031 XXXXXXXX XX 00000 SFD 8.000 6.250 $330.93 360 1-Oct-28 $45,069.74
7142413 XXXXXXX XX 00000 SFD 8.125 6.250 $200.47 360 1-Oct-28 $26,982.34
7142553 XXXXX XX 00000 LCT 7.375 6.250 $1,039.47 360 1-Oct-28 $150,385.48
7143691 XXXX XXXXX XX 00000 SFD 7.375 6.250 $987.67 360 1-Oct-28 $142,891.18
7143989 XXXXXXX XX 00000 SFD 7.875 6.250 $495.95 360 1-Sep-28 $68,305.55
7144465 XXXXXXX XXXX XX 00000 SFD 7.750 6.250 $1,332.53 360 1-Sep-28 $185,736.59
7144900 XXXXXXXX XX 00000 SFD 7.625 6.250 $243.81 180 1-Oct-13 $26,022.03
7144906 XXXXX XXXXXXX XX 00000 LCO 8.125 6.250 $181.91 360 1-Oct-28 $24,483.98
7144919 XXXXX XX 00000 MF2 8.250 6.250 $338.07 360 1-Oct-28 $44,971.31
7145510 XXXXXXXXX XX 00000 SFD 7.625 6.250 $424.68 360 1-Oct-28 $59,956.57
7146689 XXXXXXX XX 00000 SFD 8.000 6.250 $657.09 360 1-Sep-28 $89,429.42
7146724 XXXXX XX 00000 PUD 7.375 6.250 $486.24 360 1-Sep-28 $70,292.53
7149020 XXX XXXX XXXXXX XX 00000 SFD 7.375 6.250 $1,502.91 360 1-Oct-28 $217,434.42
7149138 XXXXX XXXXX XX 00000 SFD 7.750 6.250 $1,303.87 360 1-Sep-28 $181,742.27
7149273 XXXXXXXX XX 00000 SFD 7.250 6.250 $627.60 360 1-Sep-28 $91,833.49
7150620 XXXXXXXXX XX 00000 SFD 7.625 6.250 $1,534.50 360 1-Sep-28 $216,485.17
7151032 XXXX XXX XX 00000 SFD 7.875 6.250 $229.05 360 1-Oct-28 $31,568.26
7151349 XXXXXXXXX XX 00000 PUD 7.500 6.250 $1,283.76 360 1-Oct-28 $183,463.74
7151903 XXXXXXXXXXX XX 00000 SFD 7.750 6.250 $601.79 360 1-Sep-28 $83,530.07
7152069 XXXX XX 00000 SFD 7.500 6.250 $950.93 360 1-Sep-28 $135,520.12
7152145 XXXXXXXXX XX 00000 SFD 7.125 6.250 $753.22 360 1-Oct-28 $111,710.59
7153063 XXXXXXX XX 00000 SFD 8.000 6.250 $343.40 360 1-Oct-28 $46,768.60
7153142 XXXXXX XXXX XX 00000 SFD 7.500 6.250 $1,075.39 360 1-Oct-28 $153,685.86
7153994 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $630.44 360 1-Sep-28 $87,875.38
7154304 SPRING XXXX XXXX XX 00000 SFD 7.875 6.250 $609.06 360 1-Oct-28 $83,942.19
7154363 XXXX XXXXXX XX 00000 MF2 8.000 6.250 $554.73 360 1-Sep-28 $75,498.20
7155255 XXXXXXX XXXXXX XX 00000 SFD 7.500 6.250 $1,020.85 360 1-Oct-28 $145,891.65
7155435 XXXXXXXX XX 00000 SFD 7.250 6.250 $886.83 360 1-Oct-28 $129,898.59
7161251 XXXXXXX XX 00000 PUD 7.000 6.250 $798.36 360 1-Oct-28 $119,901.64
7161433 XXXXX XX 00000 SFD 7.375 6.250 $809.82 360 1-Sep-28 $117,071.01
7161538 XXXX XX 00000 SFD 8.000 6.250 $585.54 360 1-Oct-28 $79,746.46
7161630 XXXXXXXXXX XX 00000 PUD 7.625 6.250 $628.52 360 1-Sep-28 $88,671.05
7162048 XXXXXXXXX XX 00000 MF2 8.125 6.250 $334.12 360 1-Oct-28 $44,970.57
7162142 XXXXX XX 00000 SFD 7.625 6.250 $1,309.42 360 1-Sep-28 $184,731.35
7162143 XXXXXXXX XX 00000 SFD 7.375 6.250 $1,504.57 360 1-Oct-28 $217,674.24
7162552 XXXXXXXX XXXXX XX 00000 SFD 7.625 6.250 $1,171.40 360 1-Oct-28 $165,380.21
7162830 XXXXXXXX XX 00000 SFD 8.125 6.250 $831.00 360 1-Sep-28 $111,773.09
0000000 XX XXXXXX XX 00000 SFD 8.000 6.250 $735.54 360 1-Sep-28 $100,107.03
7164635 XXXXXXXXX XX 00000 LCO 7.500 6.250 $499.24 360 1-Oct-28 $71,347.01
7166273 XXXXXX XXXXX XX 00000 LCO 7.125 6.250 $1,067.17 360 1-Oct-28 $158,273.33
7166393 XXXXXXX XX 00000 SFD 7.375 6.250 $1,378.59 360 1-Oct-28 $199,448.12
7166987 XXXXXXXX XX 00000 SFD 7.250 6.250 $657.26 180 1-Oct-13 $71,777.74
7167839 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $696.07 360 1-Oct-28 $95,933.93
7169582 XXXXXXXX XX 00000 SFD 7.375 6.250 $1,500.84 360 1-Oct-28 $217,134.65
7169606 XXXXXXXXXXX XX 00000 SFD 7.500 6.250 $922.96 360 1-Sep-28 $131,803.47
7175674 XXXXXXX XX 00000 SFD 6.625 6.250 $1,244.71 360 1-Oct-28 $194,220.50
7179142 XXXX XXXXXX XXXX XX 00000 SFD 8.125 6.250 $439.56 360 1-Sep-28 $59,122.28
7179404 XX XXXX XX 00000 SFD 7.625 6.250 $1,274.00 360 1-Oct-28 $179,865.72
7181067 FOLLY XXXXX XX 00000 LCO 6.625 6.250 $1,966.71 180 1-Nov-13 $224,000.00
7181747 XXXXXX XX 00000 MF4 7.875 6.250 $1,128.93 360 1-Oct-28 $155,592.85
7181788 XXXXXXXXXXX XX 00000 MF2 7.875 6.250 $464.04 360 1-Oct-28 $63,955.96
7182090 XXXXXX XX 00000 MF3 8.000 6.250 $495.29 360 1-Oct-28 $67,454.71
7184559 XXXXXXXX XX 00000 HCO 7.875 6.250 $797.58 360 1-Oct-28 $109,924.30
7184568 XXXXXXX XX 00000 SFD 7.500 6.250 $1,310.16 360 1-Oct-28 $187,236.94
7184729 XXXXXX XX 00000 SFD 7.625 6.250 $792.73 360 1-Oct-28 $111,918.94
7184815 XXXXXX XX 00000 SFD 7.375 6.250 $509.37 360 1-Oct-28 $73,693.89
7185024 XXXXXXXXXX XX 00000 SFD 8.000 6.250 $1,174.02 360 1-Oct-28 $159,866.67
7185427 XXXXXX XX 00000 SFD 7.750 6.250 $472.83 360 1-Oct-28 $65,953.42
7185497 XXXX XX 00000 SFD 7.500 6.250 $597.48 360 1-Oct-28 $85,386.58
7185917 XXX XXXXX XX 00000 LCO 8.625 6.250 $538.31 360 1-Nov-28 $69,210.00
7185927 XXXXXX XX 00000 SFD 7.625 6.250 $370.88 360 1-Sep-28 $52,323.92
7185952 XXXXXXX XX 00000 SFD 7.250 6.250 $543.01 360 1-Oct-28 $79,537.91
7185970 XXXX XXXXXXX XX 00000 SFD 8.000 6.250 $726.43 360 1-Nov-28 $99,000.00
7186532 XXXXXXXX XX 00000 LCO 7.000 6.250 $423.13 360 1-Oct-28 $63,547.87
7187525 XXXXXXXXX XX 00000 SFD 7.500 6.250 $1,536.52 180 1-Nov-13 $165,750.00
7188049 XXXXXXX XX 00000 SFD 7.500 6.250 $522.31 360 1-Oct-28 $74,644.57
7189299 XXXX XXXXXX XX 00000 MF2 7.875 6.250 $587.31 360 1-Oct-28 $80,944.25
7190091 XXXXXXXXXX XX 00000 SFD 7.375 6.250 $1,036.01 360 1-Oct-28 $149,885.86
7190405 XXXXXXXXXX XX 00000 MF4 8.125 6.250 $571.72 360 1-Oct-28 $76,949.63
7190680 XXXXXXXXX XX 00000 MF2 8.125 6.250 $708.34 360 1-Oct-28 $95,337.60
7191252 XXX XXXXX XX 00000 LCT 7.625 6.250 $948.44 360 1-Oct-28 $133,903.02
7191298 XXXXXXX XX 00000 HCO 7.000 6.250 $1,293.02 360 1-Oct-28 $194,190.69
7191576 XXXXXXX XX 00000 PUD 7.750 6.250 $659.10 360 1-Sep-28 $91,869.72
7191577 XXXXXXX XX 00000 PUD 7.750 6.250 $659.10 360 1-Sep-28 $91,869.72
7191578 XXXXXXX XX 00000 SFD 7.750 6.250 $659.10 360 1-Sep-28 $91,869.72
7191579 XXXXXXX XX 00000 SFD 7.750 6.250 $659.10 360 1-Sep-28 $91,869.72
7191580 XXXXXXX XXXXXX XX 00000 SFD 7.375 6.250 $669.95 360 1-Oct-28 $96,926.20
7191899 XXXXXXXXXX XX 00000 PUD 7.375 6.250 $1,218.01 360 1-Sep-28 $176,080.79
7192204 XXXXXXXXXXX XX 00000 SFD 8.000 6.250 $184.91 360 1-Oct-28 $25,183.09
7192598 XXXXXXXXXXX XX 00000 SFD 7.000 6.250 $718.53 360 1-Oct-28 $107,911.47
7192889 XXXXXXXX XX 00000 PUD 7.750 6.250 $842.50 360 1-Oct-28 $117,517.00
7193106 XXXXXXX XX 00000 SFD 7.500 6.250 $760.75 360 1-Oct-28 $108,719.25
7194424 XXXXXX XX 00000 SFD 8.000 6.250 $548.12 360 1-Oct-28 $74,649.88
7194504 XXXXXXXXXX XX 00000 MF4 8.125 6.250 $701.66 360 1-Oct-28 $94,438.18
7195236 XXXXX XXXXXXX XX 00000 SFD 7.750 6.250 $716.41 360 1-Oct-28 $99,929.42
7195516 XXXX XXXXXXX XX 00000 SFD 7.500 6.250 $804.45 360 1-Oct-28 $114,964.61
7199651 XXXXXXXXXX XX 00000 MF2 7.750 6.250 $1,257.30 360 1-Oct-28 $175,376.14
7200445 XXXXXXX XX 00000 PUD 8.625 6.250 $609.01 360 1-Oct-28 $78,253.77
7200492 XXXXX XX 00000 LCO 7.625 6.250 $469.40 180 1-Oct-13 $50,099.90
7200752 XXXXXXXXXX XX 00000 MF4 8.250 6.250 $912.79 360 1-Oct-28 $121,422.52
7200861 XXXXXXXX XX 00000 SFD 7.250 6.250 $1,023.26 360 1-Nov-28 $150,000.00
7202128 XXXXXXXX XX 00000 SFD 7.500 6.250 $1,328.51 360 1-Oct-28 $189,858.99
7202250 XXXXXXXX XX 00000 PUD 6.875 6.250 $1,439.99 360 1-Oct-28 $219,015.84
7202272 XXXXXXX XX 00000 SFD 7.750 6.250 $659.10 360 1-Oct-28 $91,935.07
7203708 XXXXXXXX XX 00000 SFD 7.250 6.250 $793.03 360 1-Oct-28 $116,159.31
7204089 XXXX XXXXX XX 00000 SFD 7.750 6.250 $320.95 360 1-Oct-28 $44,768.38
7204662 XXXXXXXXX XX 00000 SFD 7.375 6.250 $1,087.81 360 1-Oct-28 $157,380.16
7206036 XXXXXXXX XX 00000 SFD 8.000 6.250 $470.20 360 1-Oct-28 $64,037.00
7206582 XXXXXXXXXX XX 00000 SFD 8.125 6.250 $578.03 360 1-Oct-28 $77,799.08
7207608 XXXXXX XXXX XX 00000 SFD 7.500 6.250 $660.76 360 1-Oct-28 $94,429.87
7208136 XXXXXXXX XX 00000 SFD 7.750 6.250 $498.62 360 1-Oct-28 $69,550.88
7209362 XXXXXXX XX 00000 LCO 8.125 6.250 $407.63 360 1-Oct-28 $54,864.09
7217797 XXXXXX XX 00000 LCO 8.125 6.250 $499.51 360 1-Oct-28 $67,231.00
7221296 XXXX XXXXXXXXXX XX 00000 LCO 7.875 6.250 $616.31 360 1-Oct-28 $84,941.50
7224438 XXXXXXXXXX XX 00000 MF2 8.250 6.250 $899.27 360 1-Nov-28 $119,700.00
7224703 XXXXXXXXXX XX 00000 SFD 7.125 6.250 $1,342.05 360 1-Oct-28 $199,040.70
7225323 XXXXXXXX XX 00000 SFD 7.625 6.250 $1,132.47 360 1-Nov-28 $160,000.00
7227466 XXXXXXX XX 00000 LCO 7.375 6.250 $343.27 360 1-Oct-28 $49,662.18
0000000 XXXXX XXXXXXXX XX 00000 SFD 7.250 6.250 $1,129.67 180 1-Oct-13 $123,367.99
7230667 XXXXXXXXX XXXX XX 00000 LCO 7.750 6.250 $472.83 360 1-Oct-28 $65,953.42
7231939 XXXXXXXXX XX 00000 SFD 7.250 6.250 $471.04 180 1-Oct-13 $51,440.71
7232644 XXXXXXXXX XX 00000 SFD 8.125 6.250 $521.90 360 1-Oct-28 $70,244.02
7233700 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $559.37 360 1-Oct-28 $79,940.63
7238357 XXXX XX 00000 LCO 7.500 6.250 $301.36 360 1-Nov-28 $43,100.00
7238530 XXXX XXXXX XXXXXX XX 00000 LCO 7.625 6.250 $1,341.62 360 1-Oct-28 $189,412.81
7242019 XXXXXXXXXXXX XX 00000 SFD 7.125 6.250 $1,024.05 360 1-Oct-28 $151,878.45
7257252 XXXXX XX 00000 SFD 8.000 6.250 $528.31 360 1-Oct-28 $71,951.69
7259001 XXXXXXXX XX 00000 SFD 7.875 6.250 $261.02 360 1-Oct-28 $35,975.23
7261804 XXXXX XXXXXXXXXX XX 00000 SFD 7.500 6.250 $327.95 360 1-Nov-28 $46,903.00
7270951 XXXXXXXX XXXXX XX 00000 SFD 8.250 6.250 $1,081.82 360 1-Oct-28 $143,908.18
7279108 XXXXXX XX 00000 SFD 7.625 6.250 $787.07 360 1-Oct-28 $111,119.51
7279122 XXXXXX XX 00000 MF2 7.625 6.250 $787.07 360 1-Oct-28 $111,119.51
7283358 XXXXXXXX XXXXXXX XX 00000 PUD 7.875 6.250 $489.42 360 1-Oct-28 $67,453.55
7284819 XXXXX XX 00000 SFD 7.500 6.250 $1,468.35 360 1-Nov-28 $210,000.00
7285716 XXXXXXXXX XX 00000 SFD 8.250 6.250 $309.33 360 1-Nov-28 $41,175.00
7286006 XXXXXX XX 00000 SFD 7.875 6.250 $613.41 360 1-Oct-28 $84,541.78
7286854 XXXXX XXXXXXXXXX XX 00000 SFD 7.250 6.250 $524.44 180 1-Nov-13 $57,450.00
7290059 XXXXXXXX XX 00000 SFD 7.875 6.250 $510.45 360 1-Nov-28 $70,400.00
7290334 XXXXX XXXX XX 00000 SFD 7.500 6.250 $635.94 360 1-Nov-28 $90,950.00
7290731 XXXXXXXX XX 00000 SFD 7.625 6.250 $318.51 360 1-Nov-28 $45,000.00
7290984 XXXX XXXXXX XX 00000 LCO 7.875 6.250 $432.14 360 1-Nov-28 $59,600.00
7292530 XXXX XXXXXXX XX 00000 SFD 7.500 6.250 $825.77 360 1-Nov-28 $118,100.00
7294407 XXXX XXXXXX XXXX XX 00000 SFD 7.875 6.250 $502.47 360 1-Nov-28 $69,300.00
7294676 XXXX XXXXXX XXXX XX 00000 SFD 7.750 6.250 $458.50 360 1-Nov-28 $64,000.00
7295155 XXXX XXXXXXX XX 00000 SFD 7.125 6.250 $710.77 360 1-Nov-28 $105,500.00
7296024 XXXXXX XX 00000 SFD 7.125 6.250 $997.10 360 1-Oct-28 $147,713.80
7312588 XXXXXXX XX 00000 SFD 7.750 6.250 $659.10 360 1-Oct-28 $91,935.07
7317041 XXXXXXX XX 00000 SFD 8.125 6.250 $427.68 360 1-Nov-28 $57,600.00
7317659 BIG XXXX XX 00000 SFD 7.250 6.250 $770.86 360 1-Nov-28 $113,000.00
7325470 XXXXXXXXX XX 00000 MF2 7.875 6.250 $437.22 360 1-Nov-28 $60,300.00
(i) (x) (xi) (xii) (xiii) (xIv) (xv) (xvI)
----- ------------------------ ---------------------------------------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
-------- ------------------------ ---------------------------------------
4593998 75.00 0.250 0.017 1.483
4723505 60.99 0.250 0.017 0.983
4730256 74.97 0.250 0.017 1.283
4743656 80.00 0.250 0.017 1.108
4744378 28.30 0.250 0.017 1.858
4744382 28.30 0.250 0.017 1.858
4748005 62.35 0.250 0.017 1.358
4751649 80.00 0.250 0.017 1.733
4752921 80.00 0.250 0.017 0.858
4753095 70.00 0.250 0.017 1.858
4760056 80.00 0.250 0.017 0.983
4762394 67.05 0.250 0.017 1.483
4765102 80.00 0.250 0.017 1.358
4772835 80.00 0.250 0.017 1.108
4773542 80.00 0.250 0.017 1.108
4776153 90.00 17 0.250 0.017 1.733
4777018 80.00 0.250 0.017 1.108
4777562 80.00 0.250 0.017 1.108
4779361 80.00 0.250 0.017 1.358
4780814 50.00 0.250 0.017 1.233
4782431 90.00 06 0.250 0.017 1.733
4783573 80.00 0.250 0.017 1.483
4785748 65.00 0.250 0.017 1.358
4788131 90.00 17 0.250 0.017 1.608
4788134 90.00 17 0.250 0.017 1.608
4790323 80.00 0.250 0.017 0.483
4790386 80.00 0.250 0.017 0.983
4790615 89.96 12 0.250 0.017 1.608
4792084 80.00 0.250 0.017 0.858
4795383 83.75 06 0.250 0.017 1.233
4795609 49.63 0.250 0.017 1.233
4795707 70.00 0.250 0.017 1.983
4795709 70.00 0.250 0.017 1.608
4797572 90.00 17 0.250 0.017 1.733
4798370 80.00 0.250 0.017 1.608
4798679 52.00 0.250 0.017 1.233
4798811 70.00 0.250 0.017 1.233
4799632 80.00 0.250 0.017 0.983
4801438 57.30 0.250 0.017 0.983
4801830 61.12 0.250 0.017 1.108
4801926 80.00 0.250 0.017 1.608
4802938 90.00 13 0.250 0.017 1.108
4804098 80.00 0.250 0.017 1.358
4804158 80.00 0.250 0.017 1.358
4807447 77.56 0.250 0.017 0.608
4807717 50.51 0.250 0.017 1.233
4808925 79.74 0.250 0.017 1.233
4809195 89.98 17 0.250 0.017 1.608
4810197 95.00 17 0.250 0.017 1.233
4810276 80.00 0.250 0.017 1.483
4810337 53.07 0.250 0.017 1.608
4810346 70.00 0.250 0.017 1.108
4810592 75.00 0.250 0.017 1.108
4812680 89.98 17 0.250 0.017 1.233
4812931 90.00 33 0.250 0.017 1.608
4813550 80.00 0.250 0.017 1.483
4813573 78.95 0.250 0.017 0.983
4814841 56.04 0.250 0.017 1.358
4815112 80.00 0.250 0.017 1.108
4815428 80.00 0.250 0.017 0.983
4815439 75.00 0.250 0.017 1.233
4815735 43.06 0.250 0.017 1.233
4815810 79.97 0.250 0.017 0.858
4817137 72.34 0.250 0.017 1.233
4818287 90.00 06 0.250 0.017 0.733
4818345 89.98 17 0.250 0.017 1.358
4818713 80.00 0.250 0.017 0.983
4818758 84.98 17 0.250 0.017 1.108
4818769 90.00 17 0.250 0.017 1.358
4819425 90.00 17 0.250 0.017 1.483
4820308 80.00 0.250 0.017 0.983
4820366 80.00 0.250 0.017 0.983
4821403 90.00 06 0.250 0.017 1.858
4821409 90.00 17 0.250 0.017 1.858
4821608 80.00 0.250 0.017 1.233
4821730 80.00 0.250 0.017 0.108
4821734 80.00 0.250 0.017 0.358
4822174 70.00 0.250 0.017 1.733
4822270 88.24 17 0.250 0.017 1.358
4824609 76.25 0.250 0.017 1.483
4825394 80.00 0.250 0.017 0.858
4825639 85.00 12 0.250 0.017 0.983
4825746 80.00 0.250 0.017 1.358
4825933 94.19 17 0.250 0.017 0.983
4826181 69.27 0.250 0.017 1.108
4826614 80.00 0.250 0.017 0.983
4826720 80.00 0.250 0.017 1.108
4826803 70.00 0.250 0.017 1.608
4827140 90.00 33 0.250 0.017 1.733
4828520 53.85 0.250 0.017 1.233
4828719 75.00 0.250 0.017 1.233
4829291 62.46 0.250 0.017 1.608
4829526 90.00 06 0.250 0.017 1.483
4829760 79.88 0.250 0.017 1.358
4829761 80.00 0.250 0.017 0.983
4829767 80.00 0.250 0.017 0.983
4829769 74.63 0.250 0.017 1.983
4829773 90.00 33 0.250 0.017 2.233
4829782 89.95 12 0.250 0.017 2.233
4830393 70.00 0.250 0.017 1.358
4830425 78.95 0.250 0.017 1.358
4830446 79.97 0.250 0.017 1.108
4830447 80.00 0.250 0.017 1.358
4830476 80.00 0.250 0.017 1.108
4830483 90.00 12 0.250 0.017 1.483
4830550 90.00 17 0.250 0.017 1.608
4831156 89.58 01 0.250 0.017 1.608
4831316 70.00 0.250 0.017 1.233
4831339 80.00 0.250 0.017 1.233
4831345 90.00 12 0.250 0.017 1.858
4831420 84.98 12 0.250 0.017 1.858
4831431 90.00 11 0.250 0.017 1.733
4831448 69.44 0.250 0.017 1.983
4831460 58.06 0.250 0.017 1.358
4831473 80.00 0.250 0.017 1.733
4831480 84.76 17 0.250 0.017 0.483
4831488 84.19 17 0.250 0.017 0.483
4831643 70.00 0.250 0.017 1.358
4832059 95.00 33 0.250 0.017 1.608
4832464 89.98 01 0.250 0.017 1.358
4832481 90.00 11 0.250 0.017 1.733
4832487 74.36 0.250 0.017 1.358
4832533 90.00 33 0.250 0.017 2.108
4832541 80.00 0.250 0.017 1.358
4832791 75.00 0.250 0.017 1.233
4833134 80.00 0.250 0.017 1.108
4833210 90.00 33 0.250 0.017 1.358
4833391 70.00 0.250 0.017 1.358
4833538 80.00 0.250 0.017 1.733
4833576 73.77 0.250 0.017 1.358
4833835 76.61 0.250 0.017 1.108
4833848 78.95 0.250 0.017 0.983
4833936 84.94 12 0.250 0.017 0.733
4834015 80.00 0.250 0.017 0.358
4834021 80.00 0.250 0.017 0.233
4834108 95.00 12 0.250 0.017 1.483
4834157 80.00 0.250 0.017 1.483
4834162 80.00 0.250 0.017 1.483
4834209 69.95 0.250 0.017 1.233
4834287 90.00 17 0.250 0.017 1.108
4834312 90.00 12 0.250 0.017 1.483
4834329 79.85 0.250 0.017 1.108
4834356 80.00 0.250 0.017 0.733
4834528 80.00 0.250 0.017 1.233
4834733 80.00 0.250 0.017 0.483
4835517 80.00 0.250 0.017 1.483
4835552 80.00 0.250 0.017 1.108
4835573 80.00 0.250 0.017 0.983
4836083 70.00 0.250 0.017 1.358
4836091 79.38 0.250 0.017 1.483
4836113 89.91 17 0.250 0.017 1.233
4836114 89.29 17 0.250 0.017 1.233
4836758 80.00 0.250 0.017 1.483
4837349 55.00 0.250 0.017 1.358
4837524 80.00 0.250 0.017 1.233
4837538 89.99 17 0.250 0.017 1.733
4837626 80.00 0.250 0.017 1.608
4838358 79.38 0.250 0.017 1.483
4838706 80.00 0.250 0.017 0.983
4839220 46.36 0.250 0.017 1.108
4839229 78.13 0.250 0.017 0.733
4839355 72.58 0.250 0.017 1.358
4839425 85.00 01 0.250 0.017 0.983
4839430 90.00 01 0.250 0.017 1.483
4839733 95.00 12 0.250 0.017 0.983
4840295 88.50 11 0.250 0.017 1.608
4840699 84.11 06 0.250 0.017 1.733
4840894 89.95 17 0.250 0.017 1.483
4840895 56.67 0.250 0.017 1.483
4840956 80.00 0.250 0.017 1.108
4841004 75.00 0.250 0.017 1.233
4841082 77.35 0.250 0.017 1.233
4841370 75.00 0.250 0.017 1.108
4841471 61.61 0.250 0.017 0.483
4841770 90.00 17 0.250 0.017 1.358
4841897 80.00 0.250 0.017 1.483
4842502 57.52 0.250 0.017 0.983
4842790 80.00 0.250 0.017 0.483
4843437 69.35 0.250 0.017 1.108
4843605 80.00 0.250 0.017 0.733
4843707 90.00 17 0.250 0.017 1.608
4843788 90.00 17 0.250 0.017 1.483
4843797 90.00 17 0.250 0.017 1.483
4843799 53.40 0.250 0.017 1.233
4843853 62.67 0.250 0.017 1.983
4844243 76.02 0.250 0.017 0.858
4844934 80.00 0.250 0.017 1.108
4845254 70.00 0.250 0.017 1.108
4845396 90.00 01 0.250 0.017 1.108
4845890 80.00 0.250 0.017 0.608
4845919 80.00 0.250 0.017 0.733
4845951 80.00 0.250 0.017 1.358
4846407 80.00 0.250 0.017 0.483
4846483 79.17 0.250 0.017 1.483
4846760 80.00 0.250 0.017 1.483
4846793 70.00 0.250 0.017 1.358
4846951 69.44 0.250 0.017 1.233
4846957 69.93 0.250 0.017 1.233
4847038 95.00 17 0.250 0.017 1.483
4847409 82.22 12 0.250 0.017 0.983
4847535 80.00 0.250 0.017 0.983
4847812 70.00 0.250 0.017 1.483
4847894 90.00 12 0.250 0.017 1.358
4847947 83.61 17 0.250 0.017 1.108
4848186 80.00 0.250 0.017 0.483
4849156 75.00 0.250 0.017 1.233
4849552 90.00 17 0.250 0.017 1.608
4849639 79.99 0.250 0.017 1.108
4849711 80.00 0.250 0.017 0.733
4849861 90.00 17 0.250 0.017 1.108
4849958 80.00 0.250 0.017 1.483
4849986 70.00 0.250 0.017 1.733
4850199 56.41 0.250 0.017 0.983
4850207 90.00 17 0.250 0.017 1.483
4850283 80.00 0.250 0.017 1.608
4851189 75.00 0.250 0.017 1.233
4851237 35.85 0.250 0.017 1.858
4851461 86.08 06 0.250 0.017 1.358
4851602 89.97 17 0.250 0.017 1.358
4851623 79.99 0.250 0.017 1.233
4851678 80.00 0.250 0.017 0.233
4852051 85.00 17 0.250 0.017 1.483
4852353 64.10 0.250 0.017 1.108
4852585 56.89 0.250 0.017 1.483
4852599 90.00 06 0.250 0.017 1.358
4852789 90.00 12 0.250 0.017 1.358
4852878 90.00 01 0.250 0.017 1.358
4853026 89.96 12 0.250 0.017 1.608
4853143 90.00 17 0.250 0.017 1.608
4853695 85.00 12 0.250 0.017 1.358
4854349 56.25 0.250 0.017 1.108
4854723 90.00 12 0.250 0.017 1.608
4855112 90.00 17 0.250 0.017 1.608
4855305 74.29 0.250 0.017 1.358
4855559 90.00 12 0.250 0.017 1.483
4855780 90.00 12 0.250 0.017 1.233
4855942 68.49 0.250 0.017 1.233
4856647 94.23 33 0.250 0.017 1.233
4857123 90.00 01 0.250 0.017 1.608
4857317 87.26 06 0.250 0.017 1.358
4858203 66.67 0.250 0.017 1.608
4859038 82.86 17 0.250 0.017 1.358
4859306 72.83 0.250 0.017 1.233
4859665 95.00 01 0.250 0.017 0.983
4859759 80.00 0.250 0.017 1.108
4859767 80.00 0.250 0.017 0.858
4860396 90.00 17 0.250 0.017 0.733
4860712 90.00 17 0.250 0.017 1.608
4861476 70.00 0.250 0.017 1.483
4861503 93.52 12 0.250 0.017 0.983
4861528 80.00 0.250 0.017 0.983
4861867 80.00 0.250 0.017 0.608
4862035 80.00 0.250 0.017 0.983
4862135 90.00 06 0.250 0.017 1.358
4862536 76.92 0.250 0.017 0.358
4863245 70.00 0.250 0.017 0.858
4863282 74.99 0.250 0.017 1.233
4863317 65.00 0.250 0.017 1.358
4864042 80.00 0.250 0.017 0.983
4864048 80.00 0.250 0.017 0.983
4864235 79.08 0.250 0.017 1.358
4864343 90.00 33 0.250 0.017 0.983
4864347 65.00 0.250 0.017 1.608
4864432 52.00 0.250 0.017 0.858
4864883 89.99 17 0.250 0.017 1.233
4864909 68.38 0.250 0.017 1.358
4865211 80.00 0.250 0.017 0.983
4865495 80.00 0.250 0.017 1.108
4865505 71.76 0.250 0.017 1.358
4865519 90.00 17 0.250 0.017 1.108
4866555 85.00 17 0.250 0.017 1.108
4866692 89.95 17 0.250 0.017 1.483
4866770 80.00 0.250 0.017 0.608
4866888 89.53 13 0.250 0.017 0.983
4867442 90.00 12 0.250 0.017 1.358
4867665 50.24 0.250 0.017 0.233
4868271 89.69 06 0.250 0.017 1.233
4868665 79.96 0.250 0.017 1.233
4868829 70.00 0.250 0.017 1.108
4868923 41.58 0.250 0.017 0.483
4869098 47.73 0.250 0.017 1.233
4869161 89.96 01 0.250 0.017 1.608
4869176 80.00 0.250 0.017 1.608
4869719 70.00 0.250 0.017 2.358
4869831 80.00 0.250 0.017 1.233
4869952 56.19 0.250 0.017 1.358
4869954 51.34 0.250 0.017 1.358
4869955 66.05 0.250 0.017 1.108
4870377 70.00 0.250 0.017 1.358
4870814 94.51 17 0.250 0.017 0.733
4870860 70.00 0.250 0.017 0.858
4871780 85.00 12 0.250 0.017 1.358
4872528 85.00 17 0.250 0.017 0.983
4872630 70.00 0.250 0.017 1.108
4872691 90.00 06 0.250 0.017 1.358
4873477 90.00 12 0.250 0.017 1.233
4873532 90.00 33 0.250 0.017 1.358
4873986 90.00 06 0.250 0.017 1.983
4874099 80.00 0.250 0.017 0.983
4874233 90.00 17 0.250 0.017 1.608
4874480 90.00 33 0.250 0.017 0.983
4875010 80.00 0.250 0.017 0.733
4875032 76.57 0.250 0.017 1.108
4875096 70.00 0.250 0.017 1.358
4875163 78.05 0.250 0.017 0.733
4876219 95.00 17 0.250 0.017 0.858
4876378 80.00 0.250 0.017 1.233
4876438 80.00 0.250 0.017 1.233
4877851 61.49 0.250 0.017 0.733
4877961 70.00 0.250 0.017 1.233
4878031 69.84 0.250 0.017 1.233
4878064 76.45 0.250 0.017 1.233
4878082 72.99 0.250 0.017 0.733
4878129 90.00 17 0.250 0.017 1.733
4878288 64.33 0.250 0.017 0.233
4878513 85.00 12 0.250 0.017 0.858
4878707 24.92 0.250 0.017 1.358
4879069 88.72 01 0.250 0.017 0.483
4879290 79.65 0.250 0.017 0.983
4879807 89.98 06 0.250 0.017 2.233
4880346 90.00 17 0.250 0.017 2.358
4881663 80.00 0.250 0.017 0.983
4882859 79.70 0.250 0.017 0.858
4882934 80.00 0.250 0.017 1.108
4882986 90.00 06 0.250 0.017 1.608
4883034 80.00 0.250 0.017 0.858
4883080 84.51 17 0.250 0.017 0.233
4883355 93.39 24 0.250 0.017 1.233
4884018 80.00 0.250 0.017 1.358
4885183 89.53 12 0.250 0.017 1.358
4885236 80.00 0.250 0.017 1.108
4885710 70.00 0.250 0.017 0.858
4886544 70.00 0.250 0.017 1.108
4887811 80.00 0.250 0.017 1.358
4890529 80.00 0.250 0.017 1.233
4891374 80.00 0.250 0.017 0.983
4893144 90.00 12 0.250 0.017 1.483
4893284 75.00 0.250 0.017 2.233
4898656 80.00 0.250 0.017 0.858
4904362 90.00 33 0.250 0.017 0.358
4904970 90.00 17 0.250 0.017 1.108
6454974 75.00 0.250 0.017 1.608
6538163 73.28 0.250 0.017 1.108
6639171 85.00 33 0.250 0.017 1.483
6654543 73.10 0.250 0.017 1.233
6679871 60.00 0.250 0.017 1.358
6737971 73.27 0.250 0.017 0.983
6759588 79.91 0.250 0.017 0.858
6786464 79.68 0.250 0.017 0.483
6808779 80.00 0.250 0.017 0.858
6820147 72.47 0.250 0.017 1.608
6820779 47.89 0.250 0.017 0.608
6827211 75.00 0.250 0.017 1.233
6836310 90.00 06 0.250 0.017 1.858
6863592 74.66 0.250 0.017 0.733
6864304 80.00 0.250 0.017 0.358
6873866 95.00 06 0.250 0.017 0.733
6881899 78.27 0.250 0.017 0.608
6887213 65.00 0.250 0.017 1.358
6893965 80.00 0.250 0.017 1.233
6898295 47.69 0.250 0.017 1.483
6906037 79.99 0.250 0.017 0.983
6906717 80.00 0.250 0.017 1.483
6909151 89.98 17 0.250 0.017 1.733
6912244 80.00 0.250 0.017 0.608
6918046 75.00 0.250 0.017 0.983
6923834 79.98 0.250 0.017 0.483
6923918 80.00 0.250 0.017 0.983
6926128 70.00 0.250 0.017 0.983
6932714 79.98 0.250 0.017 0.983
6932978 79.99 0.250 0.017 0.483
6934305 75.00 0.250 0.017 1.483
6934593 80.00 0.250 0.017 1.358
6940137 60.00 0.250 0.017 0.483
6947636 49.21 0.250 0.017 1.733
6948157 80.00 0.250 0.017 0.858
6948670 80.00 0.250 0.017 1.483
6951460 79.99 0.250 0.017 1.108
6954854 90.00 33 0.250 0.017 1.858
6958974 80.00 0.250 0.017 0.000
6965013 75.00 0.250 0.017 0.983
6967524 80.00 0.250 0.017 0.983
6969191 80.00 0.250 0.017 0.858
6973839 11.86 0.250 0.017 0.983
6975489 90.00 01 0.250 0.017 1.608
6975796 80.00 0.250 0.017 1.358
6976657 80.00 0.250 0.017 0.983
6977233 90.00 17 0.250 0.017 0.858
6979144 78.50 0.250 0.017 0.733
6981390 75.00 0.250 0.017 1.358
6983537 76.06 0.250 0.017 0.233
6983895 64.26 0.250 0.017 0.733
6984569 90.00 17 0.250 0.017 0.983
6985127 80.00 0.250 0.017 1.233
6985192 55.00 0.250 0.017 1.233
6985985 80.00 0.250 0.017 0.733
6986154 90.00 17 0.250 0.017 1.733
6986184 90.00 17 0.250 0.017 1.733
6986190 90.00 17 0.250 0.017 1.733
6986226 90.00 17 0.250 0.017 1.733
6987731 52.76 0.250 0.017 0.733
6988551 60.00 0.250 0.017 1.483
7000397 60.63 0.250 0.017 0.608
7000812 32.73 0.250 0.017 1.358
7003748 65.00 0.250 0.017 0.983
7003986 90.00 11 0.250 0.017 1.608
7004002 80.00 0.250 0.017 1.108
7010282 90.00 17 0.250 0.017 1.108
7017830 90.00 17 0.250 0.017 1.483
7030805 90.00 12 0.250 0.017 1.358
7031755 80.00 0.250 0.017 1.358
7031839 90.00 06 0.250 0.017 1.358
7031940 80.00 0.250 0.017 1.358
7032333 80.00 0.250 0.017 1.358
7032426 80.00 0.250 0.017 1.358
7032507 80.00 0.250 0.017 1.358
7034704 90.00 01 0.250 0.017 1.608
7034831 90.00 06 0.250 0.017 1.233
7036805 80.00 0.250 0.017 1.483
7037998 74.62 0.250 0.017 1.733
7044446 80.00 0.250 0.017 1.233
7046276 74.98 0.250 0.017 0.733
7046479 90.00 33 0.250 0.017 1.608
7056653 80.00 0.250 0.017 0.983
7059285 65.00 0.250 0.017 1.483
7060420 80.00 0.250 0.017 1.233
7063619 54.97 0.250 0.017 1.233
7066027 46.15 0.250 0.017 1.483
7066105 87.00 12 0.250 0.017 1.608
7066204 90.00 06 0.250 0.017 1.733
7066314 64.95 0.250 0.017 0.733
7069276 90.00 01 0.250 0.017 1.608
7069277 76.60 0.250 0.017 1.358
7070707 90.00 17 0.250 0.017 1.733
7071193 80.00 0.250 0.017 1.358
7072746 90.00 33 0.250 0.017 1.108
7073860 38.47 0.250 0.017 0.983
7075285 70.00 0.250 0.017 0.983
7075412 80.00 0.250 0.017 1.233
7076731 90.00 17 0.250 0.017 1.483
7077037 80.00 0.250 0.017 1.358
7078434 68.87 0.250 0.017 1.483
7078651 80.00 0.250 0.017 1.608
7078691 63.64 0.250 0.017 1.108
7080705 80.00 0.250 0.017 1.233
7082767 80.00 0.250 0.017 1.108
7083201 88.71 33 0.250 0.017 1.233
7083980 80.00 0.250 0.017 0.983
7084462 62.96 0.250 0.017 1.233
7084713 70.00 0.250 0.017 1.233
7085243 76.92 0.250 0.017 1.233
7086222 75.00 0.250 0.017 1.608
7089688 90.00 01 0.250 0.017 1.608
7090783 52.38 0.250 0.017 1.483
7091341 90.00 17 0.250 0.017 1.608
7092904 80.00 0.250 0.017 1.233
7092929 61.29 0.250 0.017 1.233
7092953 80.00 0.250 0.017 0.858
7093532 90.00 01 0.250 0.017 1.733
7094903 79.07 0.250 0.017 1.108
7095137 75.00 0.250 0.017 1.858
7095249 80.00 0.250 0.017 0.983
7095801 77.60 0.250 0.017 0.858
7095973 80.00 0.250 0.017 1.608
7096173 80.00 0.250 0.017 1.358
7098428 80.00 0.250 0.017 1.233
7098848 39.34 0.250 0.017 0.858
7102175 70.00 0.250 0.017 1.233
7102381 65.04 0.250 0.017 1.108
7102403 90.00 17 0.250 0.017 1.608
7102535 89.96 01 0.250 0.017 1.608
7103846 80.00 0.250 0.017 1.483
7105014 90.00 11 0.250 0.017 1.233
7106340 90.00 16 0.250 0.017 1.608
7106807 52.63 0.250 0.017 0.983
7107720 80.00 0.250 0.017 0.983
7107926 65.00 0.250 0.017 1.108
7108233 90.00 06 0.250 0.017 0.983
7109314 75.00 0.250 0.017 0.983
7109774 76.15 0.250 0.017 0.608
7109954 80.00 0.250 0.017 0.733
7110642 75.00 0.250 0.017 1.358
7110892 90.00 06 0.250 0.017 1.733
7112547 75.61 0.250 0.017 1.358
7112920 74.80 0.250 0.017 0.733
7113013 80.00 0.250 0.017 1.108
7116919 80.00 0.250 0.017 1.233
7119470 66.67 0.250 0.017 1.233
7119523 76.73 0.250 0.017 0.983
7120889 68.94 0.250 0.017 0.983
7121765 73.72 0.250 0.017 1.233
7122440 89.98 06 0.250 0.017 1.358
7123120 76.92 0.250 0.017 1.108
7123569 79.98 0.250 0.017 0.733
7124210 80.00 0.250 0.017 1.108
7124839 63.24 0.250 0.017 0.858
7125026 70.77 0.250 0.017 0.983
7126392 80.00 0.250 0.017 1.233
7127032 86.11 17 0.250 0.017 0.983
7127938 75.00 0.250 0.017 1.108
7128159 80.00 0.250 0.017 0.983
7129264 90.00 17 0.250 0.017 1.483
7129861 59.17 0.250 0.017 0.983
7129883 80.00 0.250 0.017 0.983
7130495 73.89 0.250 0.017 0.858
7131669 74.89 0.250 0.017 0.483
7132143 33.14 0.250 0.017 0.858
7132309 72.40 0.250 0.017 0.733
7132766 80.00 0.250 0.017 1.108
7133073 80.00 0.250 0.017 0.733
7134336 90.00 11 0.250 0.017 1.733
7134586 70.00 0.250 0.017 1.608
7135284 80.00 0.250 0.017 1.233
7135366 90.00 33 0.250 0.017 1.358
7136799 47.46 0.250 0.017 1.233
7137042 79.05 0.250 0.017 1.233
7137083 74.62 0.250 0.017 0.983
7137171 70.00 0.250 0.017 0.983
7137173 80.00 0.250 0.017 0.983
7138133 62.12 0.250 0.017 1.358
7138597 58.38 0.250 0.017 0.983
7139031 35.51 0.250 0.017 1.483
7142413 90.00 01 0.250 0.017 1.608
7142553 70.00 0.250 0.017 0.858
7143691 58.37 0.250 0.017 0.858
7143989 90.00 01 0.250 0.017 1.358
7144465 62.21 0.250 0.017 1.233
7144900 90.00 11 0.250 0.017 1.108
7144906 70.00 0.250 0.017 1.608
7144919 56.25 0.250 0.017 1.733
7145510 46.15 0.250 0.017 1.108
7146689 90.00 33 0.250 0.017 1.483
7146724 80.00 0.250 0.017 0.858
7149020 80.00 0.250 0.017 0.858
7149138 60.67 0.250 0.017 1.233
7149273 58.23 0.250 0.017 0.733
7150620 80.00 0.250 0.017 1.108
7151032 90.00 01 0.250 0.017 1.358
7151349 52.46 0.250 0.017 0.983
7151903 80.00 0.250 0.017 1.233
7152069 80.00 0.250 0.017 0.983
7152145 74.98 0.250 0.017 0.608
7153063 90.00 06 0.250 0.017 1.483
7153142 80.00 0.250 0.017 0.983
7153994 55.70 0.250 0.017 1.233
7154304 80.00 0.250 0.017 1.358
7154363 90.00 06 0.250 0.017 1.483
7155255 60.83 0.250 0.017 0.983
7155435 80.00 0.250 0.017 0.733
7161251 63.16 0.250 0.017 0.483
7161433 42.48 0.250 0.017 0.858
7161538 61.38 0.250 0.017 1.483
7161630 80.00 0.250 0.017 1.108
7162048 90.00 06 0.250 0.017 1.608
7162142 69.81 0.250 0.017 1.108
7162143 80.00 0.250 0.017 0.858
7162552 50.92 0.250 0.017 1.108
7162830 80.00 0.250 0.017 1.608
7163622 90.00 01 0.250 0.017 1.483
7164635 70.00 0.250 0.017 0.983
7166273 80.00 0.250 0.017 0.608
7166393 79.99 0.250 0.017 0.858
7166987 76.60 0.250 0.017 0.733
7167839 80.00 0.250 0.017 1.358
7169582 79.98 0.250 0.017 0.858
7169606 80.00 0.250 0.017 0.983
7175674 80.00 0.250 0.017 0.108
7179142 80.00 0.250 0.017 1.608
7179404 80.00 0.250 0.017 1.108
7181067 70.00 0.250 0.017 0.108
7181747 90.00 12 0.250 0.017 1.358
7181788 80.00 0.250 0.017 1.358
7182090 90.00 06 0.250 0.017 1.483
7184559 52.38 0.250 0.017 1.358
7184568 80.00 0.250 0.017 0.983
7184729 80.00 0.250 0.017 1.108
7184815 68.29 0.250 0.017 0.858
7185024 80.00 0.250 0.017 1.483
7185427 80.00 0.250 0.017 1.233
7185497 79.86 0.250 0.017 0.983
7185917 90.00 01 0.250 0.017 2.108
7185927 80.00 0.250 0.017 1.108
7185952 80.00 0.250 0.017 0.733
7185970 90.00 01 0.250 0.017 1.483
7186532 80.00 0.250 0.017 0.483
7187525 65.00 0.250 0.017 0.983
7188049 90.00 06 0.250 0.017 0.983
7189299 90.00 33 0.250 0.017 1.358
7190091 71.43 0.250 0.017 0.858
7190405 70.00 0.250 0.017 1.608
7190680 90.00 06 0.250 0.017 1.608
7191252 80.00 0.250 0.017 1.108
7191298 65.00 0.250 0.017 0.483
7191576 80.00 0.250 0.017 1.233
7191577 80.00 0.250 0.017 1.233
7191578 80.00 0.250 0.017 1.233
7191579 80.00 0.250 0.017 1.233
7191580 69.29 0.250 0.017 0.858
7191899 61.23 0.250 0.017 0.858
7192204 90.00 17 0.250 0.017 1.483
7192598 90.00 06 0.250 0.017 0.483
7192889 80.00 0.250 0.017 1.233
7193106 80.00 0.250 0.017 0.983
7194424 90.00 06 0.250 0.017 1.483
7194504 70.00 0.250 0.017 1.608
7195236 63.69 0.250 0.017 1.233
7195516 68.08 0.250 0.017 0.983
7199651 90.00 01 0.250 0.017 1.233
7200445 90.00 17 0.250 0.017 2.108
7200492 75.00 0.250 0.017 1.108
7200752 90.00 33 0.250 0.017 1.733
7200861 71.43 0.250 0.017 0.733
7202128 95.00 24 0.250 0.017 0.983
7202250 80.00 0.250 0.017 0.358
7202272 80.00 0.250 0.017 1.233
7203708 75.00 0.250 0.017 0.733
7204089 70.00 0.250 0.017 1.233
7204662 75.00 0.250 0.017 0.858
7206036 90.00 33 0.250 0.017 1.483
7206582 90.00 12 0.250 0.017 1.608
7207608 78.75 0.250 0.017 0.983
7208136 80.00 0.250 0.017 1.233
7209362 90.00 17 0.250 0.017 1.608
7217797 65.00 0.250 0.017 1.608
7221296 59.44 0.250 0.017 1.358
7224438 90.00 33 0.250 0.017 1.733
7224703 66.40 0.250 0.017 0.608
7225323 60.95 0.250 0.017 1.108
7227466 70.00 0.250 0.017 0.858
7229717 90.00 12 0.250 0.017 0.733
7230667 73.33 0.250 0.017 1.233
7231939 80.00 0.250 0.017 0.733
7232644 90.00 12 0.250 0.017 1.608
7233700 80.00 0.250 0.017 0.983
7238357 89.98 17 0.250 0.017 0.983
7238530 75.00 0.250 0.017 1.108
7242019 80.00 0.250 0.017 0.608
7257252 80.00 0.250 0.017 1.483
7259001 80.00 0.250 0.017 1.358
7261804 58.63 0.250 0.017 0.983
7270951 90.00 01 0.250 0.017 1.733
7279108 80.00 0.250 0.017 1.108
7279122 80.00 0.250 0.017 1.108
7283358 90.00 06 0.250 0.017 1.358
7284819 47.30 0.250 0.017 0.983
7285716 90.00 06 0.250 0.017 1.733
7286006 90.00 01 0.250 0.017 1.358
7286854 60.47 0.250 0.017 0.733
7290059 80.00 0.250 0.017 1.358
7290334 85.00 17 0.250 0.017 0.983
7290731 90.00 17 0.250 0.017 1.108
7290984 80.00 0.250 0.017 1.358
7292530 75.71 0.250 0.017 0.983
7294407 70.00 0.250 0.017 1.358
7294676 80.00 0.250 0.017 1.233
7295155 77.57 0.250 0.017 0.608
7296024 70.48 0.250 0.017 0.608
7312588 79.97 0.250 0.017 1.233
7317041 90.00 01 0.250 0.017 1.608
7317659 74.83 0.250 0.017 0.733
7325470 90.00 17 0.250 0.017 1.358
COUNT: 661
WAC: 7.654157619
WAM: 348.9489376
WALTV: 77.39393253
Exhibit X-0X
XXXXXX
XXX / 1998-03 Exhibit F-3B (Group II)
15 & 30 YEAR FIXED RATE NON-RELOCATION AND RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
----- ----------------------------- ----- -------- -------- -------- ------------------ ---------- --------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- -------------------------------------------------------- -------- ------------------ -------------------------
4805799 XXXXXXX XX 00000 SFD 7.500 6.250 $ 856.53 360 1-Jun-28 $ 121,952.02
4834649 XXXXXXX XX 00000 SFD 7.875 6.250 $ 812.08 360 1-Jul-28 $ 111,688.62
4834703 XXXXX XXXXX XX 00000 MF3 8.500 6.250 $ 390.61 360 1-Jun-28 $ 50,643.92
4834756 XXXXXXXX XX 00000 SFD 8.125 6.250 $ 1,094.45 360 1-Jul-28 $ 147,010.39
4834757 XXXXXX XXXXXX XX 00000 SFD 8.000 6.250 $1,262.08 360 1-May-28 $ 171,295.88
4834765 XXXXXXX XX 00000 MF4 8.250 6.250 $ 796.35 360 1-Jul-28 $ 105,726.81
4834786 XXXXXXXX XX 00000 SFD 7.750 6.250 $ 920.59 360 1-Jul-28 $ 128,133.70
4834805 XXXXXXXXXXXX XX 00000 SFD 7.250 6.250 $ 463.88 360 1-Jun-28 $ 67,672.57
4834828 XXXXX XXXXXXX XX 00000 SFD 7.250 6.250 $ 678.43 360 1-Jun-28 $ 99,057.35
4834829 XXXXXXXXXXXX XX 00000 LCO 8.500 6.250 $1,023.62 360 1-Jun-28 $ 132,715.99
4834838 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $1,330.66 360 1-Jun-28 $ 187,310.91
4834849 DOTHAN AL 36301 SFD 8.500 6.250 $ 270.66 360 1-Jun-28 $ 35,091.84
4834856 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $ 778.58 360 1-Jun-28 $ 109,596.80
4834858 XX XXXXXX XX 00000 SFD 8.125 6.250 $ 957.82 360 1-Jul-28 $ 128,659.03
4834892 XXXXXXX XX 00000 SFD 7.750 6.250 $ 1,289.55 360 1-Jun-28 $ 176,948.98
4834903 XXXXXX XX 00000 THS 7.750 6.250 $ 481.43 360 1-Jun-28 $ 66,959.77
4835004 XXXXXX XXXXXX XX 00000 SFD 8.125 6.250 $ 577.67 360 1-Jul-28 $ 77,594.33
4835014 XXXXXXX XX 00000 SFD 7.625 6.250 $ 1,592.19 360 1-Jun-28 $ 224,125.49
4835020 XXXXX XX 00000 SFD 7.875 6.250 $ 398.79 360 1-Jul-28 $ 54,847.10
4835026 XXXXXX XXXX XXXX XX 00000 SFD 7.750 6.250 $1,482.26 000 0-Xxx-00 $ 206,310.20
4835027 XXXXXXXXXXXX XX 00000 SFD 7.875 6.250 $ 1,114.79 360 1-Jul-28 $ 153,322.59
4835051 XXXX XXXXXX XX 00000 LCO 7.625 6.250 $ 865.28 360 1-Jul-28 $ 121,892.68
4835059 XXXXXX XX 00000 MF3 8.500 6.250 $ 722.78 360 1-Jun-28 $ 93,711.19
4835069 XXXXXX XX 00000 SFD 7.500 6.250 $ 1,366.27 360 1-Jun-28 $ 194,665.77
4835078 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $ 704.07 360 1-Jul-28 $ 100,393.28
4835085 XXXXXXX MN 55810 SFD 8.000 6.250 $ 443.93 360 1-Jun-28 $ 60,276.02
4835094 XXXXXXXXX XX 00000 SFD 8.375 6.250 $ 180.37 360 1-Mar-28 $ 23,609.04
4835099 XXXXX XXXX XX 00000 SFD 7.875 6.250 $ 776.55 360 1-Jul-28 $ 104,795.69
4835113 XXXXXXX XXXXXXXX XX 00000 SFD 8.500 6.250 $ 1,377.90 360 1-Jun-28 $ 176,973.69
4835133 XXXXXX XX 00000 SFD 8.500 6.250 $ 703.56 360 1-Jun-28 $ 91,218.87
4835160 XXXXXXXXXXX XX 00000 PUD 8.000 6.250 $ 1,587.87 360 1-Jun-28 $ 215,664.24
4835170 XXXXXXX XX 00000 SFD 7.875 6.250 $ 609.06 360 1-Jun-28 $ 83,707.13
4835186 XXXXXXXXXXXX XX 00000 PUD 8.250 6.250 $ 700.19 360 1-Jul-28 $ 92,959.78
4835188 XXXXXX XX 00000 SFD 7.875 6.250 $ 452.45 360 1-Jul-28 $ 62,226.50
4835200 XXXXXXXX XX 00000 LCO 8.375 6.250 $ 750.58 360 1-Jun-28 $ 98,438.74
4835214 XXX XXXX XX 00000 SFD 7.875 6.250 $ 1,171.72 360 1-Jul-28 $ 161,150.73
4835222 XXXXX XX 00000 PUD 7.500 6.250 $ 699.22 360 1-Jul-28 $ 99,700.33
4835230 XXXXXX XX 00000 LCO 8.000 6.250 $ 917.21 360 1-Jul-28 $ 124,661.11
4835241 XXXXXX XX 00000 SFD 8.750 6.250 $ 672.63 360 1-Feb-28 $ 85,044.13
4835311 XXXXXXX XX 00000 SFD 8.125 6.250 $ 668.25 360 1-Jun-28 $ 89,701.62
4835319 XXXXXXX XXXXXXX XX 00000 SFD 7.500 6.250 $ 454.49 360 1-Jul-28 $ 64,805.23
4835324 XXXXX XXXXX XX 00000 SFD 7.875 6.250 $ 667.07 360 1-Jul-28 $ 91,744.22
4835354 XXXXXXX XX 00000 SFD 7.625 6.250 $ 1,203.25 360 1-Jul-28 $ 169,503.13
4835359 XXXX XXXXX XX 00000 SFD 8.125 6.250 $ 408.37 360 1-Jun-28 $ 54,817.68
4835363 XXXXXXXX XX 00000 SFD 7.500 6.250 $ 950.94 360 1-Jun-28 $ 135,488.95
4835364 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $ 1,412.20 240 1-May-18 $ 173,324.69
4835378 XXXXXXXXX XX 00000 MF3 7.875 6.250 $1,340.04 300 1-Jun-23 $ 174,545.96
4835381 XXXXXX XXXXX XX 00000 SFD 7.250 6.250 $ 1,470.77 360 1-Jul-28 $ 214,340.32
4835389 XXXXXXXXXXX XX 00000 SFD 8.500 6.250 $ 381.39 360 1-Jul-28 $ 49,478.49
4835408 XXXXX XXXX XX 00000 SFD 7.500 6.250 $ 498.75 360 1-Jul-28 $ 71,116.25
4835424 XXXXXX XXXXXXX XX 00000 SFD 7.625 6.250 $ 920.14 360 1-Jun-28 $ 129,523.49
4835466 XXXXXX XX 00000 SFD 7.500 6.250 $ 1,055.81 360 1-Jul-28 $ 150,547.54
4835480 XXXXXX XX 00000 THS 8.500 6.250 $1,226.42 360 1-Jul-28 $ 159,109.36
4835502 XXXXXXXXX XX 00000 SFD 7.750 6.250 $ 572.41 360 1-Jul-28 $ 79,672.25
4835628 XXXXXXXXXXX XX 00000 SFD 8.375 6.250 $ 319.24 360 1-Jun-28 $ 41,867.59
4836209 XXXX XXXXXXXXXX XX 00000 SFD 8.375 6.250 $ 729.67 360 1-Jul-28 $ 95,758.80
4836211 XXXXXXXXX XX 00000 MF4 8.375 6.250 $ 912.09 360 1-Aug-28 $ 119,774.67
4836254 COVINA CA 91723 SFD 7.625 6.250 $ 941.37 360 1-Jul-28 $ 132,602.54
4836431 XXXXX XXXX XX 00000 PUD 8.250 6.250 $ 450.77 360 1-Jul-28 $ 59,845.34
4837419 XXXXXXXXXX XX 00000 MF3 7.625 6.250 $ 1,358.97 360 1-Aug-28 $ 191,580.44
4837798 XXXXXXXXX XX 00000 MF2 7.500 6.250 $ 1,112.46 360 1-Jul-28 $ 158,623.22
4853778 XXXXXXXXX XX 00000 MF4 7.875 6.250 $ 1,595.15 000 0-Xxx-00 $ 218,116.20
4853956 XXXXXXXXXX XX 00000 MF4 8.250 6.250 $ 863.95 360 1-Dec-27 $ 114,165.12
4854176 XXXXXXXX XX 00000 MF4 7.500 6.250 $ 853.04 360 1-Jan-28 $ 121,068.70
4856486 XXXXXXXXXX XX 00000 LCO 7.500 6.250 $ 807.59 360 1-Aug-28 $ 115,241.25
4856538 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $ 1,182.02 360 1-Jul-28 $ 166,511.88
4856672 XXXXXX XX 00000 SFD 7.750 6.250 $ 544.12 360 1-Jul-28 $ 75,733.47
4856706 XXX XXXXX XX 00000 SFD 8.000 6.250 $ 495.30 360 1-Aug-28 $ 67,262.52
4856731 XXXXX XX 00000 SFD 7.500 6.250 $ 475.47 360 1-Jul-28 $ 67,796.22
4856781 XXXXXXXXXX XX 00000 SFD 8.500 6.250 $ 588.22 360 1-Jul-28 $ 76,312.64
4856785 XXXXXXXXXX XX 00000 LCO 8.125 6.250 $ 424.71 360 1-Aug-28 $ 56,989.94
4856790 XXXXXXXXXX XX 00000 SFD 8.125 6.250 $ 935.55 360 1-Aug-28 $ 124,747.66
4856796 XXXXXXXXXXXX XX 00000 MF2 8.500 6.250 $ 384.46 360 1-Aug-28 $ 49,908.48
4856827 XXXXXXXX XX 00000 SFD 7.375 6.250 $ 942.78 360 1-Jul-28 $ 136,080.67
4856839 XXXXXXXX XX 00000 SFD 7.250 6.250 $ 917.53 360 1-Aug-28 $ 134,183.31
4856858 XXXXX XXX XXXXX XX 00000 MF4 8.000 6.250 $ 733.77 360 1-Jun-28 $ 99,659.99
4856869 XXXXXXXXX XXXXXXX XX 00000 SFD 7.875 6.250 $ 917.21 360 1-Jul-28 $ 126,148.34
4856880 XXXXX XXXX XX 00000 SFD 7.750 6.250 $ 716.41 360 1-Jul-28 $ 99,714.95
4856890 XXXXXXX XX 00000 SFD 7.875 6.250 $ 745.81 240 1-Jun-18 $ 89,213.82
4856895 XXXXXXXX XX 00000 SFD 7.625 6.250 $ 1,040.11 360 1-Jul-28 $ 146,520.46
4856908 XX XXXXXXXXX XX 00000 SFD 7.875 6.250 $ 1,087.60 360 1-Jul-28 $ 149,476.60
4856986 XXXXXXXX XX 00000 MF3 8.125 6.250 $1,002.38 000 0-Xxx-00 $ 134,643.12
4856997 XXXXX XX 00000 SFD 8.000 6.250 $ 440.26 360 1-Apr-28 $ 59,712.48
4857011 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 609.06 360 1-Jul-28 $ 83,766.47
4857022 XXXXXXX XX 00000 SFD 7.250 6.250 $ 1,159.70 360 1-Aug-28 $ 169,599.74
4857035 XXXXXXXXX XX 00000 SFD 8.500 6.250 $ 501.72 360 1-Aug-28 $ 65,130.57
4857056 XXXXXXXX XX 00000 PUD 7.500 6.250 $ 580.00 360 1-Jul-28 $ 82,701.44
4857175 XXX XXXXX XX 00000 PUD 6.875 6.250 $ 1,297.44 360 1-Aug-28 $ 196,591.91
4857214 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $ 1,026.70 360 1-Aug-28 $ 141,305.73
4857226 XXXXX XX 00000 SFD 7.750 6.250 $ 504.36 360 1-Aug-28 $ 70,249.96
4857233 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $ 1,289.55 360 1-Aug-28 $ 179,616.38
4857251 XXX XXXX XX 00000 SFD 7.375 6.250 $ 1,160.33 360 1-Aug-28 $ 167,606.09
4857281 XXXXXX XX 00000 SFD 7.250 6.250 $ 1,465.66 360 1-Jul-28 $ 214,173.47
4857348 XXXXX XXXXX XX 00000 HCO 7.500 6.250 $ 349.61 360 1-Aug-28 $ 49,887.97
4857425 XXXXXXXXX XX 00000 SFD 7.500 6.250 $ 1,412.42 360 1-Jul-28 $ 201,394.67
4857485 XXXXXX XXXXXXX XX 00000 SFD 7.625 6.250 $ 707.80 360 1-Aug-28 $ 99,781.47
4857493 XXXXXXXXX XX 00000 SFD 7.625 6.250 $ 495.46 360 1-Jun-28 $ 69,743.42
4857508 XXXXXX XX 00000 MF2 7.750 6.250 $ 870.09 360 1-Jul-28 $ 121,103.75
4857527 XXXXXXXX XX 00000 SFD 7.375 6.250 $ 752.84 360 1-Jul-28 $ 108,665.16
4857552 XXXXXXX XX 00000 SFD 8.125 6.250 $ 1,113.75 360 1-Jul-28 $ 149,603.49
4857577 XXXXXXX XX 00000 SFD 8.000 6.250 $ 953.90 360 1-Jul-28 $ 129,647.57
4857586 XXXXXXXXXXX XX 00000 SFD 7.875 6.250 $ 725.07 360 1-Jul-28 $ 99,722.00
4857597 XXXXXX XX 00000 SFD 7.750 6.250 $1,260.89 000 0-Xxx-00 $ 175,498.27
4857701 XXXXXX XX 00000 SFD 8.250 6.250 $ 937.59 360 1-Jun-28 $ 124,396.58
4857784 XXXXXXXX XXXX XX 00000 SFD 7.375 6.250 $1,464.24 000 0-Xxx-00 $ 211,348.74
4857795 XXXXXXXX XX 00000 SFD 8.000 6.250 $ 396.23 360 1-Jul-28 $ 53,853.63
4857800 XXXXXXXXXX XX 00000 SFD 8.000 6.250 $ 587.02 360 1-Jul-28 $ 79,783.10
4857802 XXXXXX XX 00000 SFD 7.500 6.250 $ 440.51 360 1-Jul-28 $ 62,811.20
4857809 XXXXXXXXX XX 00000 SFD 7.875 6.250 $ 1,044.10 360 1-Jul-28 $ 143,599.69
4857811 XXXXXX XX 00000 SFD 7.750 6.250 $ 573.13 360 1-Aug-28 $ 79,829.51
4857813 XXXXXX AL 35126 SFD 7.750 6.250 $ 908.41 360 1-Jun-28 $ 126,346.72
4857816 XXXXXXXX XXXX XX 00000 MF2 8.000 6.250 $ 589.95 360 1-Jul-28 $ 80,182.03
4857824 XXXXXXXX XX 00000 SFD 7.625 6.250 $ 1,592.54 360 1-Aug-28 $ 224,508.33
4868349 XXX XXXXX XX 00000 MF2 7.500 6.250 $ 1,503.32 360 1-Aug-28 $ 214,442.65
4879675 XXXXX XX 00000 SFD 7.375 6.250 $1,022.20 360 1-Aug-28 $ 147,660.06
4880006 XXXXXXXXXXX XX 00000 MF2 8.500 6.250 $ 399.84 360 1-Sep-28 $ 51,936.76
4880041 XXXXXXXXXX XX 00000 MF2 7.875 6.250 $ 750.45 360 1-Aug-28 $ 103,284.90
4880120 XXXXXXX XXXXX XX 00000 PUD 7.875 6.250 $ 522.42 360 1-Sep-28 $ 71,950.49
4880124 XXXXXXXX XX 00000 SFD 8.500 6.250 $ 391.00 360 1-Aug-28 $ 50,756.91
4880160 XXXXX XXXXX XX 00000 LCO 7.625 6.250 $ 375.14 360 1-Aug-28 $ 52,884.16
4880185 XXX'X XXXXXX XX 00000 MF2 8.375 6.250 $ 557.52 360 1-Aug-28 $ 73,212.25
4880206 XX XXXXXX XX 00000 MF2 8.625 6.250 $ 403.68 360 1-Sep-28 $ 51,838.48
4880246 XXXXXX XX 00000 LCO 7.875 6.250 $ 289.45 360 1-Aug-28 $ 39,837.03
4880272 XXXXXX XX 00000 SFD 7.625 6.250 $ 690.10 360 1-Sep-28 $ 97,358.41
4880293 XXXXXX XXXXX XX 00000 SFD 8.500 6.250 $ 239.91 360 1-Aug-28 $ 31,142.87
4880448 XXXXX XXXXXXXX XX 00000 SFD 8.125 6.250 $ 594.00 360 1-Sep-28 $ 79,894.98
4880450 XXXXX XX 00000 SFD 7.875 6.250 $ 754.07 360 1-Aug-28 $ 103,700.23
4880452 XXXXXX XX 00000 MF2 8.500 6.250 $ 311.41 360 1-Aug-28 $ 40,425.88
4880458 CLAREMONT NH 3743 MF4 8.375 6.250 $ 615.66 360 1-Aug-28 $ 80,819.94
4880463 XXXX XX 00000 SFD 7.750 6.250 $ 589.97 360 1-Sep-28 $ 82,233.37
4880475 XXXXXX XX 00000 LCO 7.500 6.250 $ 215.01 360 1-Sep-28 $ 30,654.21
4880478 XXXXXXXXXXX XX 00000 SFD 7.500 6.250 $ 555.18 360 1-Aug-28 $ 79,222.10
4880501 XXXXXXXXX XX 00000 SFD 8.125 6.250 $ 314.08 360 1-Aug-28 $ 42,216.42
4880503 XXXXXXXXXX XX 00000 MF3 7.875 6.250 $ 788.88 360 1-Aug-28 $ 108,572.63
4880516 XXXXXX XX 00000 SFD 8.375 6.250 $ 184.70 360 1-Aug-28 $ 24,254.36
4880542 XXXXXXXXXX XX 00000 MF2 8.750 6.250 $ 708.04 360 1-Sep-28 $ 89,896.04
4880551 XXXXXXXXXXX XX 00000 MF2 8.125 6.250 $ 675.68 360 1-Sep-28 $ 90,880.53
4880552 XXXXXXX XX 00000 MF3 8.250 6.250 $ 919.56 360 1-Sep-28 $ 122,243.34
4880558 XXXXXXXX XX 00000 HCO 7.875 6.250 $ 253.78 360 1-Aug-28 $ 34,927.25
4880559 XXXXXX XX 00000 MF4 8.375 6.250 $ 1,026.10 360 1-Aug-28 $ 134,746.50
4880565 XXXXXXXXXX XX 00000 SFD 8.250 6.250 $ 1,577.66 360 1-Sep-28 $ 209,731.25
4880573 XXXXXXX XX 00000 LCO 8.250 6.250 $ 277.22 360 1-Aug-28 $ 36,626.85
4880575 XXX XXXXXXXXX XX 00000 SFD 8.500 6.250 $ 186.85 360 1-Sep-28 $ 24,270.45
4880582 XXXXXXXX XX 00000 SFD 8.625 6.250 $ 126.01 360 1-Aug-28 $ 16,171.08
4880584 XXXXXXXXXXX XX 00000 LCO 8.625 6.250 $ 455.40 360 1-Aug-28 $ 58,445.54
4880594 XXXXXXXXXX XX 00000 MF3 8.500 6.250 $ 1,014.97 360 1-Aug-28 $ 131,758.38
4880596 XXXXXXXXXX XX 00000 MF4 8.250 6.250 $ 966.13 360 1-Aug-28 $ 128,352.29
4880603 XXXXXX XX 00000 SFD 8.125 6.250 $ 374.22 360 1-Sep-28 $ 50,333.84
4880619 XXXXXXXXXXXX XX 00000 SFD 8.375 6.250 $ 601.98 360 1-Sep-28 $ 79,101.20
4880622 XXXXX XX 00000 MF2 8.625 6.250 $ 399.01 360 1-Sep-28 $ 51,239.20
4880629 XXX XXXXXXX XX 00000 MF2 8.625 6.250 $ 287.01 360 1-Aug-28 $ 36,834.15
4880632 XXXXXXXX XX 00000 SFD 8.125 6.250 $ 434.37 360 1-Aug-28 $ 58,384.39
4880651 XXXXXXXXX XX 00000 SFD 7.325 6.250 $ 956.69 360 1-Aug-28 $ 138,903.35
4880664 XXXXXXXXX XX 00000 MF2 8.500 6.250 $ 463.66 360 1-Aug-28 $ 60,189.62
4880669 XXXXXXXX XX 00000 SFD 8.000 6.250 $ 264.16 360 1-Sep-28 $ 35,951.52
4880683 XXXXXXXXXXXX XX 00000 MF2 8.250 6.250 $ 338.08 360 1-Aug-28 $ 44,084.64
4880688 XXXXXXX XX 00000 SFD 8.750 6.250 $ 929.67 240 1-Jun-18 $ 104,319.72
4880695 XXXX XXXXXX XX 00000 SFD 7.750 6.250 $ 429.85 360 1-Aug-28 $ 59,872.13
4880697 XXXXXX XX 00000 SFD 8.250 6.250 $ 256.94 360 1-Aug-28 $ 34,134.10
4880739 XXXXXXXXXXXXXX XX 00000 SFD 7.750 6.250 $ 478.57 360 1-Aug-28 $ 66,657.63
4880758 XXXXXXXX XXXXX XX 00000 SFD 8.625 6.250 $ 570.51 360 1-Aug-28 $ 73,219.14
4880760 XXXXXXX XX 00000 SFD 7.875 6.250 $ 623.56 360 1-Sep-28 $ 85,881.25
4880763 XXXXXXX XX 00000 SFD 8.625 6.250 $ 245.01 360 1-Aug-28 $ 31,443.79
4880766 XXXXXXXXX XX 00000 SFD 8.375 6.250 $ 752.48 360 1-Aug-28 $ 98,814.09
4880774 XXXXXXXXXX XX 00000 SFD 8.250 6.250 $ 491.33 360 1-Sep-28 $ 65,316.31
4880780 XXXXXXXXXX XX 00000 SFD 8.375 6.250 $ 362.56 360 1-Aug-28 $ 47,610.42
4880789 XXXXXXXXXXXX XX 00000 SFD 8.250 6.250 $ 141.99 360 1-Aug-28 $ 18,863.59
4880791 XXXXXXXXX XX 00000 SFD 8.750 6.250 $ 196.68 360 1-Aug-28 $ 24,956.52
4880798 XXXXXXXX XX 00000 MF4 8.625 6.250 $ 700.02 360 1-Aug-28 $ 89,839.42
4880811 XXXXXXXXXXXX XX 00000 SFD 8.625 6.250 $ 311.51 360 1-Aug-28 $ 39,978.56
4880819 XXXXXXX XX 00000 PUD 8.000 6.250 $ 476.95 360 1-Sep-28 $ 64,912.47
4880824 XXXXXXXXX XX 00000 SFD 7.500 6.250 $ 390.17 360 1-Aug-28 $ 55,674.96
4880827 XXXXXXXXXX XX 00000 MF2 8.500 6.250 $ 1,384.05 360 1-Aug-28 $ 179,670.53
4880839 XXXXXXXXXXXX XX 00000 SFD 8.625 6.250 $ 241.51 360 1-Aug-28 $ 30,994.61
4880848 XXXXXXXXX XX 00000 SFD 7.875 6.250 $ 242.18 360 1-Aug-28 $ 33,330.56
4880849 XXXXXX XXXX XXXXXX XX 00000 LCO 8.375 6.250 $ 458.33 360 1-Sep-28 $ 60,225.73
4880878 XXXXX XX 00000 HCO 9.500 6.250 $ 437.25 360 1-Jul-27 $ 51,361.45
4880906 XXXXXXXX XXXXX XX 00000 LCO 7.875 6.250 $ 783.08 360 1-Aug-28 $ 107,775.54
4880912 XXXXXXXX XX 00000 SFD 8.000 6.250 $ 389.63 360 1-Aug-28 $ 52,992.39
4880926 XXXXXXXX XX 00000 MF2 8.625 6.250 $ 525.01 360 1-Sep-28 $ 67,420.01
4880957 XXXXXXXX XX 00000 SFD 8.250 6.250 $ 429.35 360 1-Aug-28 $ 56,939.23
4880980 XXXXXXXXXX XX 00000 SFD 8.500 6.250 $ 373.70 360 1-Aug-28 $ 48,511.02
4881003 XXXXXXXXXX XX 00000 MF3 8.500 6.250 $ 484.42 360 1-Aug-28 $ 62,884.68
4881047 XXXXXXXXXXX XX 00000 PUD 8.500 6.250 $ 449.82 360 1-Aug-28 $ 58,392.91
4881050 XXX XXXXXX XX 00000 SFD 7.250 6.250 $ 381.34 360 1-Sep-28 $ 55,812.52
4881054 XXXXXXXXXXXX XX 00000 SFD 8.625 6.250 $ 360.51 360 1-Aug-28 $ 46,265.28
4881092 XXXXX XX 00000 MF2 8.625 6.250 $ 554.18 360 1-Aug-28 $ 71,046.33
4881099 XXXXXXXXX XX 00000 LCO 8.500 6.250 $ 561.31 360 1-Sep-28 $ 72,911.23
4881101 XXXXXXXX XX 00000 SFD 8.500 6.250 $ 304.49 360 1-Aug-28 $ 39,527.52
4881103 XXXXXXXXX XX 00000 PUD 7.875 6.250 $ 933.17 360 1-Aug-28 $ 127,826.60
4881111 XXXXXXXXX XX 00000 SFD 8.250 6.250 $ 304.27 360 1-Aug-28 $ 40,421.97
4881122 XXXXXXXXXX XX 00000 SFD 8.500 6.250 $ 592.07 360 1-Aug-28 $ 76,859.04
4881123 XXXXXXXXXXXX XX 00000 MF2 8.250 6.250 $ 315.54 360 1-Aug-28 $ 41,919.08
4881139 XXXXXX XX 00000 SFD 8.375 6.250 $ 380.04 360 1-Aug-28 $ 49,906.10
4881153 XXXXXXX XXXXX XX 00000 SFD 7.875 6.250 $ 290.03 360 1-Sep-28 $ 39,944.76
4881155 XXXXXXXX XX 00000 LCO 8.500 6.250 $ 412.33 360 1-Sep-28 $ 53,559.79
4881169 AVON BY XXX XXX XX 00000 SFD 8.000 6.250 $ 1,650.98 360 1-May-28 $ 224,078.89
4881174 XXXXXXXX XX 00000 LCO 7.875 6.250 $ 371.24 360 1-Aug-28 $ 51,073.46
4881187 XXXXXXX XX 00000 MF2 8.625 6.250 $ 1,454.47 360 1-Aug-28 $ 186,666.39
4881195 XXXXXXXXX XX 00000 MF2 8.625 6.250 $ 359.34 360 1-Jul-28 $ 46,089.71
4881200 XXXXXXXXXX XXXXX XX 00000 SFD 8.000 6.250 $ 1,114.59 360 1-Aug-28 $ 151,592.18
4881252 XXXXXXXXX XX 00000 SFD 8.375 6.250 $ 304.03 360 1-Sep-28 $ 39,950.10
4881254 XXXXXXX XX 00000 SFD 8.000 6.250 $ 798.34 360 1-Aug-28 $ 108,579.52
4881261 XXXX XXXXX XX 00000 MF3 8.625 6.250 $ 1,389.14 360 1-Aug-28 $ 178,281.37
4881266 XXXXXXXX XX 00000 MF2 8.625 6.250 $ 525.01 360 1-Sep-28 $ 67,420.01
4881282 XXXXXX XX 00000 SFD 8.500 6.250 $ 242.21 360 1-Aug-28 $ 31,442.33
4881283 XXXXX XXXXXX XX 00000 LCO 8.000 6.250 $ 610.50 360 1-Jul-28 $ 82,974.42
4881290 TOMS XXXXX XX 00000 SFD 7.875 6.250 $ 717.82 360 1-Aug-28 $ 98,794.26
4881295 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 824.50 360 1-Sep-28 $ 113,555.97
4881296 XXXXXXXXX XX 00000 SFD 8.375 6.250 $ 355.72 360 1-Aug-28 $ 46,712.11
4881315 XXXXXX XX 00000 SFD 8.125 6.250 $ 738.05 360 1-Aug-28 $ 99,203.59
4881317 XXXXXXX XX 00000 MF2 7.875 6.250 $ 1,073.11 360 1-Sep-28 $ 147,795.61
4881387 XXXXXXXX XXXX XX 00000 SFD 8.500 6.250 $ 322.95 360 1-Aug-28 $ 41,880.20
4881422 XXXXX XXXXXX XX 00000 SFD 8.625 6.250 $ 252.79 360 1-Aug-28 $ 32,442.00
4881425 XXXXX XXXXX XX 00000 SFD 8.250 6.250 $ 395.55 360 1-Aug-28 $ 52,548.57
4881457 XXXXXXX XX 00000 LCO 8.625 6.250 $ 420.01 360 1-Sep-28 $ 53,936.01
4881467 XXXXXX XXXX XX 00000 SFD 7.750 6.250 $ 367.52 360 1-Sep-28 $ 51,227.35
4881473 XXXXXXXXX XX 00000 SFD 7.500 6.250 $ 295.77 360 1-Sep-28 $ 42,237.02
4881484 LOVES PARK IL 61115 SFD 8.625 6.250 $ 315.01 360 1-Aug-28 $ 40,427.74
4881487 XXXXXXXXXXXX XX 00000 SFD 8.625 6.250 $ 258.23 360 1-Aug-28 $ 33,140.76
4881498 XXXXXXXX XX 00000 MF4 8.625 6.250 $ 630.01 360 1-Aug-28 $ 80,855.50
4881500 XXXXX XX 00000 SFD 7.750 6.250 $ 1,104.71 360 1-Aug-28 $ 153,871.38
4881519 XXXXXXX XX 00000 SFD 8.625 6.250 $ 651.02 360 1-Jul-28 $ 83,399.43
4881527 XXXXXXXX XX 00000 MF2 7.875 6.250 $ 630.82 360 1-Aug-28 $ 86,819.17
4881540 XXXXXXX XX 00000 SFD 8.625 6.250 $ 541.35 360 1-Aug-28 $ 69,375.09
4881568 XXXXXX XX 00000 SFD 8.000 6.250 $ 476.95 360 1-Jul-28 $ 64,823.79
4881590 XXXXXXXXX XXXX XX 00000 MF2 8.625 6.250 $ 500.90 360 1-Aug-28 $ 64,285.10
4881604 XXXXXXXXX XX 00000 SFD 8.625 6.250 $ 538.24 360 1-Aug-28 $ 69,076.53
4881610 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $ 760.75 360 1-Aug-28 $ 108,077.30
4881618 XXXXXXXXXX XX 00000 SFD 8.500 6.250 $ 922.70 360 1-Sep-28 $ 119,854.09
4881947 XXXXX XXXXXX XX 00000 SFD 8.625 6.250 $1,208.69 360 1-Sep-28 $ 155,215.84
4881951 XXXX XX 00000 SFD 8.250 6.250 $ 703.19 360 1-Aug-28 $ 93,419.70
4881956 XXXX XX 00000 LCO 8.000 6.250 $ 416.05 360 1-Aug-28 $ 56,577.49
4881964 XXXXX XX 00000 SFD 8.625 6.250 $ 213.51 360 1-Aug-28 $ 27,401.01
4881970 XXXXXXXXX XX 00000 SFD 7.875 6.250 $ 688.82 360 1-Aug-28 $ 94,802.57
4881975 XXXXXXX XX 00000 SFD 7.500 6.250 $ 1,006.17 360 1-Aug-28 $ 143,577.61
4881977 XXXXXX XXXX XX 00000 PUD 8.625 6.250 $ 168.01 360 1-Aug-28 $ 21,561.45
4881981 XXXXXXXXXXXX XX 00000 LCO 7.875 6.250 $ 1,087.61 360 1-Sep-28 $ 149,792.86
4881987 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $1,268.88 360 1-Aug-28 $ 174,636.29
4881989 XXXXXX XXXX XX 00000 PUD 8.625 6.250 $ 168.01 360 1-Aug-28 $ 21,561.45
4882103 XXXX XXXXXX XX 00000 MF2 8.375 6.250 $ 567.02 360 1-Aug-28 $ 74,459.91
4882113 XXXX XXXXXX XX 00000 MF2 8.375 6.250 $ 567.02 360 1-Aug-28 $ 74,459.91
4887614 XXXXXXXXXX XX 00000 MF2 8.500 6.250 $ 1,153.38 360 1-Sep-28 $ 149,817.60
4887638 XXXXXXXXXX XX 00000 MF3 8.500 6.250 $ 1,537.83 360 1-Sep-28 $ 199,756.82
4887672 XXXXXXXXXX XX 00000 MF2 8.625 6.250 $ 871.13 360 1-Aug-28 $ 111,800.18
4887708 XXXXXXXXX XX 00000 SFD 8.625 6.250 $ 231.01 360 1-Sep-28 $ 29,664.79
4887724 XXXXXXXX XX 00000 MF2 8.625 6.250 $ 235.21 360 1-Sep-28 $ 30,204.15
4887754 XXXXXXX XX 00000 MF3 7.875 6.250 $ 1,123.86 360 1-Sep-28 $ 154,785.96
4887763 XXXXXXXXX XX 00000 SFD 7.500 6.250 $ 468.48 360 1-Sep-28 $ 66,900.23
4887771 XXXXXXXXX XX 00000 SFD 7.500 6.250 $ 1,129.24 360 1-Sep-28 $ 161,259.53
4887778 XXXXXXXXX XX 00000 SFD 8.625 6.250 $ 308.01 360 1-Sep-28 $ 39,553.07
4887795 XXXXXXX XX 00000 LCO 8.625 6.250 $ 488.26 360 1-Sep-28 $ 62,700.61
4887815 XX. XXXXX XX 00000 MF2 8.625 6.250 $ 595.01 360 1-Aug-28 $ 76,363.52
4887860 XXXXXXXXXX XX 00000 SFD 8.625 6.250 $ 457.35 360 1-Aug-28 $ 58,695.07
4900174 XXXXXXXXXX XX 00000 LCO 8.500 6.250 $ 888.87 360 1-Oct-28 $ 115,529.96
4900191 XXXXXXXXXX XX 00000 MF2 8.875 6.250 $ 916.59 360 1-Sep-28 $ 115,070.34
4900200 XXXXXXXXX XX 00000 MF3 8.625 6.250 $ 916.24 360 1-Sep-28 $ 117,660.40
4900206 XXXXXX XX 00000 MF2 8.625 6.250 $ 980.02 360 1-Sep-28 $ 125,850.68
4900287 XXXXX XXXXXX XX 00000 SFD 8.500 6.250 $ 915.01 360 1-Oct-28 $ 118,927.91
4900295 XXXXXXXXXX XX 00000 HCO 8.625 6.250 $ 698.27 360 1-Oct-28 $ 89,721.99
4902329 XXXXXXXXX XX 00000 SFD 8.000 6.250 $ 941.06 360 1-Mar-28 $ 127,545.24
4902422 XXXXXXX XX 00000 SFD 8.250 6.250 $ 246.79 360 1-Jan-28 $ 32,633.91
4902431 XXXXXXX XX 00000 LCO 8.250 6.250 $ 375.64 360 1-Dec-27 $ 49,636.90
4902440 XXXXXXX XX 00000 SFD 8.250 6.250 $ 1,555.12 360 1-Jan-28 $ 205,638.46
4902454 XXXXXXXXX XX 00000 SFD 7.625 6.250 $ 1,005.07 360 1-Mar-28 $ 141,159.24
4902481 XXXXXXXXXXX XX 00000 SFD 8.375 6.250 $ 540.42 360 1-Feb-28 $ 70,690.90
4902486 XXXXXXX XX 00000 LCO 8.125 6.250 $ 244.28 360 1-Jan-28 $ 32,678.12
4902487 XXXXXXXXXX XX 00000 SFD 7.625 6.250 $ 824.23 360 1-Apr-28 $ 115,649.08
4902503 XXXXXXXX XX 00000 SFD 8.375 6.250 $ 866.49 360 1-Feb-28 $ 113,344.12
4902511 XXXXXXXX XX 00000 MF2 8.375 6.250 $ 1,358.63 360 1-Apr-28 $ 177,955.79
4902520 XXXXXXXXX XX 00000 SFD 8.125 6.250 $ 504.90 360 1-Mar-28 $ 67,635.60
4902521 XXXXXXX XX 00000 SFD 7.875 6.250 $ 1,294.25 360 1-Feb-28 $ 177,364.94
4902528 XXXXXX XX 00000 SFD 8.000 6.250 $ 747.71 360 1-Feb-28 $ 99,395.17
4902534 XXXXXXX XX 00000 SFD 8.250 6.250 $ 473.30 360 1-Jan-28 $ 62,585.59
4902539 XXXXX XX 00000 SFD 7.875 6.250 $ 928.09 360 1-Feb-28 $ 127,186.04
4902549 XXX XXXXXX XX 00000 SFD 7.875 6.250 $ 466.94 360 1-Feb-28 $ 63,990.53
4902554 XXXXXXXXX XX 00000 SFD 7.500 6.250 $ 1,293.55 360 1-Mar-28 $ 183,877.28
4902569 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $1,432.82 360 1-Jan-28 $ 198,546.63
4902577 XXXXXXXXX XX 00000 SFD 8.000 6.250 $ 594.35 360 1-Jan-28 $ 80,438.26
4902604 XXXXXX XX 00000 MF2 8.250 6.250 $ 549.56 360 1-Mar-28 $ 72,736.55
4902618 XXX XXXXXXXX XX 00000 LCO 8.250 6.250 $ 709.95 360 1-Feb-28 $ 93,905.99
4902626 XXXXXXXX XX 00000 SFD 8.125 6.250 $ 1,188.00 360 1-Feb-28 $ 159,032.07
4902641 XXXXXXXXX XX 00000 SFD 7.750 6.250 $ 565.97 360 1-Feb-28 $ 78,484.98
4902658 XXXXXXXX XX 00000 SFD 8.000 6.250 $ 804.58 360 1-Apr-28 $ 109,080.54
4902661 XXXXXX XX 00000 SFD 7.750 6.250 $ 1,461.49 360 1-Feb-28 $ 202,638.72
4902666 XXXXXXX XX 00000 SFD 8.250 6.250 $ 375.64 360 1-Apr-28 $ 49,772.11
4902668 XXXXXXXX XX 00000 SFD 8.250 6.250 $ 557.44 360 1-Jan-28 $ 73,711.94
4902681 XXXXXX XXXXXX XX 00000 SFD 7.875 6.250 $ 709.84 360 1-Mar-28 $ 97,347.35
4902690 XXXXXX XX 00000 LCO 8.000 6.250 $ 290.58 360 1-Feb-28 $ 39,354.28
4902696 XXXXXX XX 00000 SFD 7.875 6.250 $ 316.49 360 1-Mar-28 $ 42,626.26
4902712 XXXXXXXX XX 00000 SFD 8.250 6.250 $ 725.73 360 1-Jan-28 $ 95,964.55
4902718 XXX XXXXX XX 00000 MF4 7.500 6.250 $ 1,414.87 360 1-Feb-28 $ 200,964.07
4902720 XXXXXXX XX 00000 MF4 8.375 6.250 $ 1,018.50 360 1-Mar-28 $ 133,317.16
4902729 XXXXXXX XXXX XX 00000 LCO 8.500 6.250 $ 587.45 360 1-Mar-28 $ 76,020.42
4902733 XXXXXXXX XXXXXX XX 00000 MF4 8.500 6.250 $ 913.47 360 1-Mar-28 $ 118,209.76
4902747 XXXXXXXXXX XX 00000 LCO 8.125 6.250 $ 320.76 360 1-Mar-28 $ 42,968.49
4902759 XXXXXXXX XX 00000 LCO 8.125 6.250 $ 834.94 360 1-Mar-28 $ 111,817.31
4902765 XXXXXXX XX 00000 SFD 8.250 6.250 $ 422.33 360 1-Mar-28 $ 55,921.18
4902772 XXXXXX XX 00000 SFD 8.250 6.250 $ 818.88 360 1-May-28 $ 108,575.73
4902776 XXXXX XXXXX XX 00000 SFD 7.375 6.250 $ 906.52 360 1-Mar-28 $ 130,382.94
0000000 XX XXXXX XX 00000 MF2 8.500 6.250 $ 692.02 360 1-Feb-28 $ 88,880.76
4902802 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 650.03 360 1-Apr-28 $ 89,209.50
4902810 XXXXXXXX XXXXX XX 00000 LCO 8.125 6.250 $ 487.83 360 1-Jan-28 $ 65,256.80
4902816 XXXXXXX XX 00000 SFD 7.750 6.250 $ 386.87 360 1-Jan-28 $ 52,687.29
4902823 XXX XXXXXXX XX 00000 SFD 8.125 6.250 $ 801.90 360 1-Feb-28 $ 107,346.66
4902826 XXXXXXXXX XX 00000 THS 7.250 6.250 $ 990.52 360 1-Mar-28 $ 144,274.14
4902836 XXXXXX XXXX XX 00000 SFD 7.875 6.250 $ 1,015.10 360 1-Feb-28 $ 139,109.73
4902838 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 1,015.10 360 1-Mar-28 $ 139,211.27
4902847 XXXXXXXXX XX 00000 SFD 7.625 6.250 $1,028.43 360 1-Mar-28 $ 144,439.69
4902849 XXXXXXXXX XX 00000 MF2 7.625 6.250 $ 1,052.85 360 1-Feb-28 $ 147,756.00
4902853 XXXXXX XX 00000 LCO 7.875 6.250 $ 304.53 360 1-Mar-28 $ 41,763.38
4902861 XXXXXXXX XX 00000 SFD 8.500 6.250 $ 961.14 360 1-Jan-28 $ 124,218.18
4902878 XXXXXXXXXX XX 00000 THS 7.750 6.250 $ 903.40 360 1-Feb-28 $ 125,277.95
4902894 XXXXX XX 00000 MF2 8.000 6.250 $ 680.20 360 1-Feb-28 $ 92,125.03
4903059 XXXXXXXX XX 00000 SFD 8.250 6.250 $ 693.04 360 1-Jun-28 $ 91,951.82
4903060 XXXXXXXX XX 00000 SFD 7.750 6.250 $ 1,278.80 360 1-Jul-28 $ 177,806.75
4903064 XXXXXX XX 00000 SFD 8.625 6.250 $ 1,623.05 360 1-Apr-28 $ 207,793.79
4903067 XXXXXXXX XX 00000 MF3 8.250 6.250 $ 578.48 360 1-Jun-28 $ 76,751.08
4903073 XXXXXXXXXXX XX 00000 LCO 7.750 6.250 $ 421.25 360 1-May-28 $ 58,343.69
4903080 XXXXXX XX 00000 SFD 8.000 6.250 $ 1,526.23 360 1-Jun-28 $ 207,292.81
4903091 XXXXXX XX 00000 SFD 8.250 6.250 $ 574.72 360 1-May-28 $ 76,202.23
4903095 XXXXXXXX XX 00000 SFD 7.625 6.250 $ 691.87 360 1-Mar-28 $ 97,171.25
4903101 XXXXXXX XX 00000 SFD 7.750 6.250 $ 882.98 360 1-Feb-28 $ 122,294.60
4903130 XXXXXX XX 00000 MF2 8.375 6.250 $ 230.87 360 1-Jun-28 $ 30,176.82
4903140 XXXX XXXX XX 00000 SFD 7.875 6.250 $ 1,529.90 360 1-May-28 $ 210,114.31
4903143 XXXXXXX XX 00000 LCO 8.000 6.250 $ 399.17 360 1-Jun-28 $ 54,215.03
4903145 XXXXXXX XXXXX XX 00000 SFD 7.750 6.250 $ 773.73 360 1-Feb-28 $ 107,245.94
4903146 XXXXX XX 00000 SFD 8.500 6.250 $1,009.20 360 1-Jun-28 $ 130,846.76
4903154 XXXXXXXX XX 00000 MF2 8.000 6.250 $ 910.60 360 1-Feb-28 $ 123,330.22
4903162 XXXXXXXX XX 00000 SFD 7.500 6.250 $ 818.08 360 1-May-28 $ 116,470.80
4903176 XXX XXXXXXX XX 00000 LCO 8.625 6.250 $ 952.79 360 1-Jun-28 $ 122,133.16
4903183 XXXXXXXX XX 00000 SFD 8.000 6.250 $ 879.05 360 1-Jun-28 $ 119,392.69
4903185 XXXX XXXXX XX 00000 LCO 8.500 6.250 $ 569.00 360 1-May-28 $ 73,726.20
4903197 XXXXXXXXXXX XX 00000 SFD 8.250 6.250 $ 510.86 360 1-May-28 $ 67,735.33
4903198 XXXXXX XX 00000 SFD 7.875 6.250 $ 713.47 360 1-May-28 $ 97,986.96
4903204 XXXXXX XX 00000 LCO 8.500 6.250 $ 1,205.27 360 1-Jun-28 $ 156,170.06
4903206 XXXXXXXX XX 00000 THS 8.250 6.250 $1,264.38 360 1-May-28 $ 167,644.92
4903213 XXXXXXX XX 00000 LCO 8.250 6.250 $ 404.93 360 1-May-28 $ 53,690.21
4903219 XXX XXXXX XX 00000 HCO 7.750 6.250 $ 659.10 360 1-Jun-28 $ 91,671.11
4903226 XXXXX XX 00000 MF2 8.250 6.250 $ 730.61 360 1-Jul-28 $ 96,941.06
4903228 XXXXX XX 00000 SFD 7.875 6.250 $ 877.33 360 1-Jun-28 $ 120,578.17
4903246 XXXXXXXXX XX 00000 SFD 7.625 6.250 $ 948.09 360 1-Jun-28 $ 131,420.68
4903267 XXXXX XX 00000 LCO 7.875 6.250 $ 710.57 360 1-Jul-28 $ 97,727.55
4903268 XXXXXXXXX XX 00000 MF2 8.250 6.250 $ 854.57 360 1-Sep-28 $ 113,604.42
4903272 XXXXXX XX 00000 SFD 7.875 6.250 $ 647.12 360 1-Jun-28 $ 88,834.49
4903276 XXXXXXXXX XX 00000 SFD 8.250 6.250 $ 1,009.70 360 1-Jun-28 $ 133,965.57
4903277 XXXXXX XX 00000 SFD 8.250 6.250 $ 659.24 360 1-May-28 $ 87,408.42
4903279 XXXX XX 00000 MF4 8.375 6.250 $ 1,026.10 360 1-Jul-28 $ 134,633.00
4903283 XXXXXXXX XX 00000 LCO 7.500 6.250 $ 886.25 360 1-Jun-28 $ 126,207.76
4903285 XXXXXXX XX 00000 LCO 8.000 6.250 $ 165.10 360 1-May-28 $ 22,407.88
4903296 XXXXXXXXX XX 00000 MF2 8.500 6.250 $ 874.64 360 1-Jun-28 $ 113,400.53
4903313 XXXXXXX XX 00000 SFD 8.375 6.250 $ 335.19 360 1-Sep-28 $ 43,977.76
4903331 XXXXXXXX XX 00000 LCO 7.625 6.250 $ 1,151.40 360 1-Jun-28 $ 162,078.79
4903344 XXXXXXX XX 00000 LCO 8.375 6.250 $ 335.95 360 1-Aug-28 $ 44,117.01
4903355 XXXXXXXX XX 00000 SFD 8.375 6.250 $ 1,094.50 360 1-Jun-28 $ 143,546.21
4903361 XXXXXXXX XX 00000 MF2 8.750 6.250 $ 1,762.21 360 1-Jun-28 $ 223,346.15
4903366 XXXXXXX XX 00000 LCO 8.125 6.250 $ 357.51 360 1-Jun-28 $ 47,990.38
4903372 XXXXXXXXXX XX 00000 SFD 8.625 6.250 $ 601.23 360 1-Jul-28 $ 77,115.47
4903381 XXXXXXX XX 00000 LCO 8.250 6.250 $ 244.91 360 1-Jun-28 $ 32,494.64
4903386 XXXX XXXX XXXX XX 00000 SFD 8.000 6.250 $ 825.49 360 1-Jun-28 $ 112,117.49
4903390 XXX XXXX XX 00000 SFD 8.125 6.250 $ 470.00 360 1-Jun-28 $ 63,090.15
4903393 XXXXXXX XX 00000 THS 8.250 6.250 $ 198.33 360 1-Jun-28 $ 26,314.68
4903403 XXXXXXX XX 00000 SFD 8.375 6.250 $ 238.66 360 1-Jun-28 $ 31,301.06
4903409 XXXX XX 00000 MF4 8.375 6.250 $ 1,026.10 360 1-Jul-28 $ 134,633.00
4903423 XXXXXX XX 00000 SFD 8.500 6.250 $ 1,124.54 360 1-Jun-28 $ 145,800.67
4903437 XXXXXXXX XX 00000 LCO 8.000 6.250 $ 814.48 360 1-Aug-28 $ 110,775.06
4903444 XXXXXXX XX 00000 SFD 8.500 6.250 $ 176.43 360 1-Jun-28 $ 22,874.49
4903462 XX XXXXX XX 00000 SFD 8.500 6.250 $ 429.05 360 1-Jul-28 $ 55,663.36
4903477 XXXXXXX XX 00000 MF2 8.250 6.250 $ 588.25 360 1-Apr-28 $ 77,943.15
4903485 PRARIE VIEW TX 77446 SFD 8.500 6.250 $ 498.26 360 1-Apr-28 $ 64,519.27
4903494 XXXXXXXXX XXXX XX 00000 SFD 8.000 6.250 $ 1,526.24 360 1-Mar-28 $ 206,857.01
4903496 XXXXXXXXX XX 00000 MF3 7.500 6.250 $ 755.15 360 1-Jul-28 $ 107,676.38
4903510 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $ 459.14 360 1-Apr-28 $ 63,765.13
4903520 XXXXXXXXX XX 00000 MF2 8.250 6.250 $ 1,081.82 360 1-Jul-28 $ 143,628.91
4903527 XXXXXX XX 00000 SFD 8.625 6.250 $ 381.51 360 1-Apr-28 $ 48,842.84
4903541 XXX XXXXXX XX 00000 SFD 8.375 6.250 $ 361.88 360 1-Apr-28 $ 47,398.40
4903609 XXXXXXX XX 00000 SFD 7.875 6.250 $ 564.83 360 1-Apr-28 $ 77,517.25
4903622 XXXXXX XX 00000 LCO 8.125 6.250 $ 595.86 360 1-Apr-28 $ 79,874.95
4903627 XXXX XXXX XXXX XX 00000 MF2 8.250 6.250 $ 778.32 360 1-Jun-28 $ 103,265.12
4903635 XXXXX XX 00000 SFD 7.500 6.250 $ 293.67 360 1-Jun-28 $ 41,776.77
4903639 XXXXXXXXX XX 00000 SFD 7.625 6.250 $1,296.68 360 1-Apr-28 $ 182,253.94
4903650 XXXXXXX XXXXX XX 00000 MF2 8.375 6.250 $ 547.25 360 1-Jul-28 $ 71,819.12
4903660 XXXXXXXXX XX 00000 SFD 8.500 6.250 $ 549.78 360 1-May-28 $ 71,134.71
4903661 XXX XXXXX XX 00000 SFD 7.750 6.250 $ 545.91 360 1-Jul-28 $ 75,918.58
4903671 XXXX XXXXXX XX 00000 SFD 8.375 6.250 $ 591.21 360 1-May-28 $ 77,488.84
4903672 XXXXXXXXX XX 00000 SFD 8.250 6.250 $ 325.30 360 1-Jun-28 $ 43,160.03
4903716 XXXXXXXXXX XX 00000 SFD 8.125 6.250 $ 861.30 360 1-Apr-28 $ 115,335.51
4903719 XXX XXXXX XX 00000 SFD 7.875 6.250 $ 801.20 360 1-Jun-28 $ 110,114.76
4903730 XXXXXX XX 00000 MF2 8.500 6.250 $ 1,496.70 360 1-Apr-28 $ 193,761.54
4903739 XXXXX XXXXXX XX 00000 MF2 7.750 6.250 $ 887.63 360 1-Aug-28 $ 123,635.97
4903746 XXXX XX 00000 MF2 8.000 6.250 $ 792.47 360 1-Aug-28 $ 107,781.14
4903757 XXXXXXXX XX 00000 MF2 8.375 6.250 $ 1,358.63 360 1-Apr-28 $ 177,955.80
4903762 XXXX XXXXXX XX 00000 SFD 7.625 6.250 $ 410.52 360 1-Aug-28 $ 57,873.27
4903764 XXXXXXXX XXXXX XX 00000 SFD 7.875 6.250 $ 333.54 360 1-Mar-28 $ 45,678.11
4903773 XXXXXXX XX 00000 LCO 7.875 6.250 $ 261.02 360 1-Aug-28 $ 35,925.17
4903793 XXXX XX 00000 SFD 7.875 6.250 $ 809.18 360 1-Jul-28 $ 111,289.74
4903806 XXXXXXXXX XX 00000 SFD 7.250 6.250 $ 551.20 360 1-Jul-28 $ 80,438.24
4903808 XXXX XXXX XXXX XX 00000 SFD 8.000 6.250 $ 909.87 360 1-Mar-28 $ 123,318.64
4903814 XXXXXX XXXXXX XX 00000 SFD 8.000 6.250 $ 620.76 360 1-Jul-28 $ 84,370.68
4903819 XXXXXXXXX XX 00000 SFD 7.750 6.250 $ 365.37 360 1-Apr-28 $ 50,736.08
4903842 XXX XXXXX XX 00000 SFD 7.875 6.250 $ 1,007.85 360 1-Apr-28 $ 138,317.92
4903861 XXXXX XX 00000 MF2 8.125 6.250 $ 653.40 360 1-Mar-28 $ 87,474.59
4903875 XXXXX XXXXXXX XX 00000 SFD 7.000 6.250 $ 723.52 360 1-Apr-28 $ 106,454.62
4903882 GREEN XXXXXXXX XXXXX XX 00000 MF2 7.625 6.250 $ 540.05 360 1-Sep-28 $ 76,189.19
4903883 XXXXXXX XX 00000 THS 7.875 6.250 $1,389.24 360 1-Apr-28 $ 190,658.58
4903895 XXXX XXXX XXXX XX 00000 SFD 8.375 6.250 $ 728.53 360 1-Apr-28 $ 95,424.12
4903897 XXX XXXXXXX XX 00000 SFD 7.875 6.250 $ 426.35 360 1-Mar-28 $ 58,468.78
4903898 XXXX XXXXXX XX 00000 SFD 8.125 6.250 $ 891.00 360 1-Apr-28 $ 119,439.22
4903905 XXXX XXXX XXXX XX 00000 SFD 8.375 6.250 $ 741.08 360 1-Apr-28 $ 97,066.74
4903906 XXXXXX XX 00000 SFD 8.000 6.250 $ 356.61 360 1-Aug-28 $ 47,958.99
4903914 XXXXXX XX 00000 SFD 7.875 6.250 $ 1,243.50 360 1-Apr-28 $ 170,657.33
4903916 XXXXXXX XX 00000 LCO 8.375 6.250 $ 465.16 360 1-May-28 $ 60,967.77
4903919 XXXXX XX 00000 SFD 8.000 6.250 $ 673.60 360 1-Apr-28 $ 91,360.07
4903920 XXXX XX 00000 MF2 8.250 6.250 $ 638.58 360 1-Mar-28 $ 84,555.78
4903927 XXXXXXX XX 00000 MF2 8.250 6.250 $ 644.97 360 1-Mar-28 $ 85,401.30
4903929 XXXXXX XX 00000 SFD 7.750 6.250 $ 960.00 360 1-Apr-28 $ 133,325.01
4903933 XXXX XX 00000 SFD 8.250 6.250 $ 683.28 360 1-Mar-28 $ 90,474.69
4903936 XXXXXXX XX 00000 SFD 7.750 6.250 $ 688.11 360 1-Aug-28 $ 95,845.32
4903942 XXX XXXX XX 00000 SFD 8.250 6.250 $ 841.42 360 1-May-28 $ 111,564.05
4903943 XXXXXXXX XXXX XX 00000 LCO 7.625 6.250 $ 796.27 360 1-Jun-28 $ 112,087.66
4903948 XXXXXXXXX XX 00000 SFD 8.125 6.250 $ 434.37 360 1-Mar-28 $ 58,186.43
4903953 XXXXXXXX XX 00000 SFD 8.000 6.250 $ 908.04 360 1-Apr-28 $ 123,156.96
4903957 XXXXXX XX 00000 LCO 8.375 6.250 $ 418.04 360 1-Mar-28 $ 54,719.74
4903960 XXXXXXXX XX 00000 MF2 8.375 6.250 $ 1,379.53 360 1-May-28 $ 180,811.22
4903962 XXXXXXXX XXXX XX 00000 MF2 8.250 6.250 $ 631.06 360 1-May-28 $ 83,673.06
4903964 XXXXXXX XX 00000 SFD 7.875 6.250 $ 1,087.61 360 1-May-28 $ 148,508.57
4903968 XXXXXXX XX 00000 SFD 7.625 6.250 $ 1,114.78 360 1-Mar-28 $ 156,567.46
4903976 XXXXXX XX 00000 SFD 7.750 6.250 $ 1,123.33 360 1-May-28 $ 156,125.21
4903989 XXXXXXXX XX 00000 SFD 7.625 6.250 $ 1,390.11 360 1-Apr-28 $ 195,385.77
4903992 XXXXXXXX XX 00000 THS 7.625 6.250 $ 634.89 360 1-May-28 $ 89,304.23
4903993 XXXXXXXXXX XX 00000 THS 8.125 6.250 $ 352.69 360 1-Feb-28 $ 47,190.97
4904003 XXXXXXX XX 00000 LCO 8.500 6.250 $ 527.47 360 1-Apr-28 $ 68,302.87
4904010 XXXXXXXX XX 00000 THS 7.625 6.250 $ 633.83 360 1-Jun-28 $ 89,221.78
4904019 XXXXX XXXX XX 00000 SFD 8.250 6.250 $ 974.77 360 1-Aug-28 $ 129,500.07
4904021 XXXXXX XX 00000 SFD 8.000 6.250 $ 303.05 360 1-Apr-28 $ 41,102.06
4904028 XXXXXXXXX XX 00000 SFD 7.750 6.250 $ 483.58 360 1-Apr-28 $ 67,159.97
4904053 XXXXXX XX 00000 SFD 8.125 6.250 $ 579.15 360 1-Apr-28 $ 77,583.42
4904059 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 739.57 360 1-Aug-28 $ 101,788.03
4904069 XXXXXX XX 00000 SFD 8.000 6.250 $ 267.10 360 1-Apr-28 $ 36,225.50
4904077 XXXXXXX XX 00000 SFD 8.125 6.250 $ 668.25 360 1-May-28 $ 89,521.86
4904078 XX XXXX XX 00000 SFD 8.000 6.250 $ 430.36 360 1-Apr-28 $ 58,368.91
4904093 XXXX XXXXXXXXX XX 00000 SFD 8.125 6.250 $ 1,205.82 360 1-Jun-28 $ 161,861.58
4904104 XXXXXXX XX 00000 MF2 8.125 6.250 $ 807.84 360 1-Mar-28 $ 108,216.93
4904109 COLORDAO XXXXXXX XX 00000 SFD 8.375 6.250 $ 468.20 360 1-Jun-28 $ 59,312.50
4904122 XXXXXX XX 00000 LCO 8.250 6.250 $ 338.07 360 1-Mar-28 $ 44,764.84
4904138 XXXXXX XX 00000 SFD 8.000 6.250 $ 575.28 360 1-Mar-28 $ 77,969.14
4904142 XXXXXXX XX 00000 SFD 8.250 6.250 $ 924.06 360 1-Mar-28 $ 121,971.62
4904154 XXXXXXX XX 00000 SFD 8.000 6.250 $ 1,143.21 360 1-Jun-28 $ 155,270.27
4904159 XXXXXXXX XXXX XX 00000 SFD 7.625 6.250 $ 625.69 360 1-May-28 $ 88,009.96
4904178 XXX XXXX XX 00000 SFD 7.750 6.250 $ 1,611.93 360 1-May-28 $ 224,031.65
4904230 XXXXXXX XX 00000 SFD 8.500 6.250 $ 376.77 360 1-May-28 $ 48,595.74
4904244 XXXXXXX XX 00000 SFD 7.875 6.250 $ 1,405.19 360 1-May-28 $ 192,986.54
4904505 XXXXXX XX 00000 MF2 8.375 6.250 $ 342.03 360 1-Jun-28 $ 44,858.19
4904510 XXXXXXX XX 00000 LCO 8.375 6.250 $ 451.48 360 1-May-28 $ 59,174.60
4904516 XXXXXXX XX 00000 SFD 7.750 6.250 $ 820.29 360 1-Jun-28 $ 113,841.55
4904524 XXXXXXXX XX 00000 SFD 7.250 6.250 $ 868.19 360 1-May-28 $ 126,662.22
4904532 XXXXXXXX XXXXXXX XX 00000 MF2 7.375 6.250 $ 1,522.94 360 1-May-28 $ 219,477.71
4904565 XXXXXXXXXX XX 00000 SFD 8.250 6.250 $ 624.30 360 1-Jun-28 $ 82,831.38
4904572 XXXXXXXX XX 00000 MF2 7.625 6.250 $ 718.41 360 1-Aug-28 $ 101,278.21
4904574 XXXXXXXXX XX 00000 SFD 7.875 6.250 $ 828.75 360 1-May-28 $ 113,820.24
4904605 XXXXXXXX XX 00000 MF2 7.625 6.250 $ 708.50 360 1-Aug-28 $ 99,881.27
4904610 XXXXXXXX XXXXXXX XX 00000 MF2 7.375 6.250 $ 1,075.38 360 1-May-28 $ 154,978.16
4904614 XXX XXXX XX 00000 SFD 8.125 6.250 $ 816.75 360 1-Sep-28 $ 109,855.59
4904625 XXXXXX XX 00000 LCO 8.125 6.250 $ 441.79 360 1-Sep-28 $ 59,421.88
4904639 XXXXXX XX 00000 SFD 7.750 6.250 $ 444.18 360 1-Aug-28 $ 61,867.86
4904648 XXXXXXXXXX XX 00000 SFD 8.000 6.250 $ 1,100.65 360 1-Jul-28 $ 149,593.35
4904658 XXXX XXXXXXX XX 00000 MF2 7.750 6.250 $ 537.31 360 1-Aug-28 $ 74,664.67
4904664 XXXXXX XX 00000 LCO 8.125 6.250 $ 828.63 360 1-Aug-28 $ 111,379.50
4904677 XXXXXX XX 00000 SFD 8.250 6.250 $ 676.14 360 1-Aug-28 $ 89,826.65
4904681 XXXXXX XX 00000 LCO 8.000 6.250 $ 249.48 360 1-Jun-28 $ 33,884.40
4904685 XXXXXXXX XX 00000 SFD 8.375 6.250 $ 270.21 360 1-Aug-28 $ 35,483.23
4904687 XXX XXXXXXX XX 00000 SFD 8.375 6.250 $ 205.22 360 1-Jan-28 $ 26,826.80
4904692 XXXXXX XX 00000 SFD 8.250 6.250 $ 557.82 360 1-Aug-28 $ 74,106.97
4904699 XXXXX XXXX XX 00000 HCO 8.375 6.250 $ 153.92 360 1-Jan-28 $ 20,120.05
4904701 XXXXXXXXXXXX XX 00000 LCO 8.250 6.250 $ 400.43 360 1-Aug-28 $ 53,197.32
4904706 XXXXXX XX 00000 LCO 8.375 6.250 $ 359.13 360 1-Aug-28 $ 47,131.06
4904712 XXXXXXX XX 00000 LCO 8.000 6.250 $ 222.33 360 1-Aug-28 $ 30,238.60
4904715 XXX XXXXXX XX 00000 MF2 8.250 6.250 $ 405.69 360 1-Mar-28 $ 53,717.76
4904725 XXXXXX XXXX XX 00000 LCO 7.625 6.250 $ 594.55 360 1-Aug-28 $ 83,816.43
4904727 XXXXXXX XX 00000 SFD 7.625 6.250 $1,224.28 360 1-Aug-28 $ 172,621.97
4904731 XXXXXXX XX 00000 LCO 8.250 6.250 $ 165.66 360 1-Jan-28 $ 19,577.77
4904762 XXXXX XX 00000 THS 7.500 6.250 $ 1,587.22 360 1-Jun-28 $ 226,147.06
4904769 XXXXXX XX 00000 HCO 8.125 6.250 $ 701.66 360 1-Aug-28 $ 94,313.29
4904777 XXXXXX XX 00000 SFD 7.875 6.250 $ 358.26 360 1-Aug-28 $ 49,014.86
4904784 XXXXXXX XX 00000 SFD 8.000 6.250 $ 617.46 360 1-Aug-28 $ 82,760.84
4904792 XXXXXXX XX 00000 MF2 8.250 6.250 $1,068.30 360 1-Aug-28 $ 141,926.10
4904797 XXXXXXX XX 00000 SFD 8.250 6.250 $ 273.84 360 1-Feb-28 $ 36,234.93
4904798 XXXXX XX 00000 SFD 7.750 6.250 $1,060.29 360 1-Jun-28 $ 147,470.93
4904801 XXXXXXX XX 00000 SFD 8.000 6.250 $ 293.51 360 1-Sep-28 $ 39,946.14
4904808 XXXXXXX XX 00000 SFD 8.000 6.250 $ 493.09 360 1-Aug-28 $ 67,063.83
4904810 XXXX XXXXX XX 00000 SFD 7.875 6.250 $ 853.77 360 1-May-28 $ 117,255.74
4904817 XXXXXXX XX 00000 SFD 7.875 6.250 $ 793.95 360 1-Sep-28 $ 109,348.79
4904831 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $ 649.66 360 1-Sep-28 $ 89,476.27
4904836 XXXXXXX XX 00000 SFD 7.500 6.250 $ 696.42 360 1-Sep-28 $ 99,451.70
4904838 XXXXXXXX XX 00000 SFD 7.750 6.250 $ 828.17 360 1-Aug-28 $ 115,353.66
4904842 XXXXXXX XX 00000 SFD 7.375 6.250 $1,346.82 360 1-May-28 $ 194,095.91
4904848 XXXXXXXXX XX 00000 HCO 8.125 6.250 $1,403.32 360 1-Sep-28 $ 188,751.90
4904859 XXXXXX XX 00000 SFD 7.625 6.250 $ 1,019.22 360 1-Sep-28 $ 143,790.90
4904860 XXXXXXXXX XX 00000 THS 8.250 6.250 $ 1,198.27 360 1-May-28 $ 158,879.17
4904864 FARMERS BRANCH TX 75234 LCO 7.875 6.250 $ 385.01 360 1-Sep-28 $ 53,026.68
4904866 XXXXXX XX 00000 SFD 7.875 6.250 $ 1,109.36 360 1-Apr-28 $ 152,248.25
4904867 XXXXXX XX 00000 SFD 8.500 6.250 $1,334.06 360 1-May-28 $ 172,858.11
4904872 XXXX XXXX XXXX XX 00000 SFD 7.875 6.250 $ 782.71 360 1-May-28 $ 107,496.88
4904874 XXXXX XXXXX XX 00000 MF2 7.750 6.250 $ 636.89 360 1-Aug-28 $ 88,710.55
4904875 XXXXXXXX XX 00000 SFD 8.250 6.250 $ 961.63 360 1-Apr-28 $ 127,395.31
4904881 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 1,450.14 360 1-Jun-28 $ 199,302.71
4904882 XXXXXX XX 00000 SFD 7.750 6.250 $1,060.30 360 1-May-28 $ 147,363.00
4904887 XXXXXXX XX 00000 SFD 7.875 6.250 $ 734.13 360 1-Sep-28 $ 101,110.19
4904888 XXXXXXXX XX 00000 SFD 8.000 6.250 $ 763.12 360 1-Apr-28 $ 103,501.61
4904892 XXXXXX XX 00000 MF2 8.125 6.250 $ 735.07 360 1-Jun-28 $ 98,671.80
4904900 XXXXXXXX XXXX XX 00000 SFD 8.000 6.250 $ 1,185.76 360 1-May-28 $ 160,938.50
4904902 XXXXXXX XX 00000 LCO 7.875 6.250 $ 391.54 360 1-Sep-28 $ 53,925.43
4904903 XXXXXX XX 00000 LCO 8.375 6.250 $ 256.53 360 1-Apr-28 $ 33,600.00
4904909 XXXXXXXXXX XX 00000 SFD 7.750 6.250 $ 257.91 360 1-Aug-28 $ 34,904.74
4904911 XXXXXXXXXX XX 00000 SFD 7.875 6.250 $ 270.81 360 1-May-28 $ 37,045.30
4904914 XXXXXX XXXX XX 00000 SFD 7.375 6.250 $ 1,111.99 360 1-Jun-28 $ 160,285.25
4904919 XXXXXXXXXX XX 00000 MF2 8.000 6.250 $ 663.69 360 1-Aug-28 $ 90,266.72
4904924 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 1,522.65 360 1-Jul-28 $ 209,416.18
4904931 XXXXXXXXX XX 00000 SFD 7.750 6.250 $1,232.23 360 1-Mar-28 $ 170,225.22
4904932 XXXXXX XX 00000 SFD 7.875 6.250 $ 652.56 360 1-May-28 $ 89,622.24
4904941 XXXXXX XX 00000 LCO 8.000 6.250 $ 290.58 000 0-Xxx-00 $ 39,269.08
4904946 XXXXXXX XX 00000 MF2 8.375 6.250 $ 741.07 360 1-May-28 $ 97,129.98
4904955 XXXXXXX XX 00000 MF2 8.375 6.250 $ 741.07 360 1-May-28 $ 97,129.98
4904957 XXXXXXXX XX 00000 THS 7.750 6.250 $ 537.31 360 1-Aug-28 $ 74,840.17
4904961 XXXXXXX XXXXX XX 00000 SFD 8.125 6.250 $ 487.83 360 1-Dec-27 $ 65,210.81
4904963 XXXXXX XX 00000 LCO 7.750 6.250 $ 465.67 360 1-May-28 $ 64,720.25
4904966 XXXXXX XXXXXXX XX 00000 SFD 8.000 6.250 $ 531.98 360 1-Dec-27 $ 71,946.69
4904971 XXXXXXX XX 00000 SFD 7.750 6.250 $1,346.86 360 1-Sep-28 $ 187,733.76
4904973 XXXXXX XX 00000 LCO 8.125 6.250 $ 253.94 360 1-Apr-28 $ 33,908.35
4904982 XXXXXXX XX 00000 MF2 8.125 6.250 $ 1,081.08 360 1-Dec-27 $ 144,516.08
4904985 XXXXXXX XX 00000 SFD 7.500 6.250 $ 531.40 360 1-Sep-28 $ 75,886.85
4904995 XXXX XXXXXX XX 00000 SFD 8.000 6.250 $ 766.05 360 1-Sep-28 $ 104,259.43
4904998 XXXXXXX XX 00000 SFD 7.500 6.250 $ 447.50 360 1-Sep-28 $ 63,904.70
4905004 XXXXXXXX XX 00000 LCO 8.250 6.250 $ 628.81 360 1-Aug-28 $ 83,538.78
4905008 XXXXXXXX XX 00000 SFD 7.750 6.250 $ 805.96 360 1-Sep-28 $ 112,340.69
4905012 XXXXXX XX 00000 LCO 7.625 6.250 $ 188.99 360 1-Aug-28 $ 26,641.63
4905020 XXXXXX XX 00000 LCO 8.125 6.250 $ 300.72 360 1-Dec-27 $ 40,198.42
4905021 XXXXXXXX XX 00000 SFD 7.500 6.250 $ 760.75 360 1-Apr-28 $ 108,224.04
4905022 XXXXXX XX 00000 SFD 7.750 6.250 $ 700.29 360 1-Sep-28 $ 97,611.58
4905025 XXXXXX XX 00000 LCO 8.500 6.250 $ 304.49 000 0-Xxx-00 $ 38,314.79
4905028 XXXXXXX XX 00000 SFD 8.250 6.250 $ 300.51 360 1-Jan-28 $ 39,736.86
4905033 XXXXXXX XX 00000 LCO 8.125 6.250 $ 367.54 360 1-Sep-28 $ 49,435.02
4905036 XXXXXX XX 00000 MF2 7.625 6.250 $ 481.30 360 1-Sep-28 $ 67,901.25
4905039 XXXXXX XX 00000 LCO 8.125 6.250 $ 253.27 360 1-Dec-27 $ 33,823.32
4905040 XXX XXXXXX XX 00000 SFD 8.000 6.250 $ 443.93 360 1-Apr-28 $ 60,210.07
4905042 XXXXXXX XX 00000 LCO 8.000 6.250 $ 302.68 360 1-Sep-28 $ 41,194.46
4905049 XXXXXX XX 00000 LCO 8.500 6.250 $ 166.47 000 0-Xxx-00 $ 21,362.28
4905051 WALKER LA 70785 SFD 8.375 6.250 $ 259.95 360 1-Dec-27 $ 33,957.78
4905052 XXXXXX XX 00000 SFD 7.875 6.250 $ 567.73 360 1-Sep-28 $ 78,191.87
4905053 XXXX XXXX XXXX XX 00000 MF2 7.750 6.250 $ 842.86 360 1-Sep-28 $ 117,483.39
4905062 XXXXXXXXX XX 00000 MF2 8.250 6.250 $ 311.02 360 1-Sep-28 $ 41,286.47
4905066 XXXXX XX 00000 SFD 8.000 6.250 $ 584.44 360 1-Sep-28 $ 79,542.76
4905078 XXXXXXX XX 00000 SFD 8.375 6.250 $ 369.40 360 1-Apr-28 $ 48,384.03
4905080 XXXXXXXX XX 00000 SFD 7.875 6.250 $ 727.61 360 1-Sep-28 $ 100,211.42
4905088 XXXXXXX XX 00000 SFD 8.500 6.250 $ 1,031.12 360 1-Dec-27 $ 133,173.97
4905090 XXXXXXX XX 00000 MF2 8.250 6.250 $ 1,074.69 360 1-Dec-27 $ 142,011.35
4905122 XXXXXXXXX XX 00000 LCO 8.125 6.250 $1,408.89 360 1-Sep-28 $ 189,500.92
4905127 XXXXX XX 00000 MF2 7.875 6.250 $ 760.24 360 1-Sep-28 $ 104,705.20
4905129 XXXX XX 00000 THS 7.625 6.250 $ 583.01 360 1-Aug-28 $ 82,190.01
4905138 XXXXXX XX 00000 SFD 8.375 6.250 $ 370.54 360 1-Sep-28 $ 48,689.17
4905142 XXXXXX XX 00000 SFD 8.375 6.250 $ 247.02 360 1-Sep-28 $ 32,459.46
4905145 XXXX XX 00000 SFD 8.000 6.250 $ 712.56 360 1-Sep-28 $ 96,979.25
4905149 XXXXXXXXXXXX XX 00000 LCO 8.000 6.250 $ 591.41 360 1-Aug-28 $ 80,436.69
4905158 XXXXXX XX 00000 SFD 8.125 6.250 $ 507.87 360 1-Sep-28 $ 68,310.21
4905165 XXXX XXXXXX XX 00000 SFD 7.875 6.250 $ 742.88 360 1-Sep-28 $ 102,314.51
4905169 XXXXXX XX 00000 LCO 8.125 6.250 $ 267.30 360 1-Apr-28 $ 35,831.77
4905174 XXXXXXX XX 00000 SFD 7.625 6.250 $ 465.02 360 1-Sep-28 $ 65,604.60
4905175 XXXXXXX XX 00000 LCO 8.250 6.250 $ 696.42 360 1-Sep-28 $ 92,581.38
4905185 XXXXXXXX XX 00000 LCO 7.250 6.250 $ 750.39 360 1-Sep-28 $ 109,827.86
4905189 XXXXXXXX XX 00000 LCO 8.000 6.250 $ 448.33 360 1-Apr-28 $ 60,807.22
4905197 XX XXXX XX 00000 SFD 8.125 6.250 $ 317.79 360 1-Sep-28 $ 42,743.81
4905208 XXXXXX XX 00000 SFD 8.125 6.250 $ 860.19 360 1-Apr-28 $ 115,308.58
4905209 XXXXXXXXXX XX 00000 LCO 8.375 6.250 $ 300.99 360 1-Dec-27 $ 39,319.58
4905230 XXXXXXXX XX 00000 MF4 8.000 6.250 $ 1,434.51 360 1-Apr-28 $ 194,563.20
4905239 XXXXXXX XXXXX XX 00000 MF2 8.375 6.250 $ 879.78 360 1-May-28 $ 115,310.75
4905248 XXXXXXXXXX XX 00000 SFD 7.500 6.250 $ 559.37 360 1-Sep-28 $ 79,880.89
4905249 XXXXXXXX XX 00000 SFD 8.250 6.250 $ 907.16 360 1-Dec-27 $ 119,429.59
4905251 XXXXXXXX XX 00000 LCO 8.750 6.250 $ 778.45 360 1-Apr-28 $ 98,542.59
4905256 XXXXXXXX XX 00000 SFD 7.750 6.250 $ 608.95 360 1-Sep-28 $ 84,879.63
4905262 XXXXX XXXXXXXX XX 00000 SFD 7.375 6.250 $ 865.76 360 1-Sep-28 $ 125,158.65
4905265 XXXXX XX 00000 SFD 8.375 6.250 $ 372.82 360 1-Mar-28 $ 48,800.03
4905266 XXXXXXX XXXXX XX 00000 MF2 8.375 6.250 $ 879.78 360 1-May-28 $ 115,310.75
4905267 XXXXXXXXX XX 00000 MF2 8.750 6.250 $ 354.02 360 1-Dec-27 $ 44,341.98
4905269 XXXXXXXXX XX 00000 SFD 8.125 6.250 $ 445.50 360 1-Sep-28 $ 59,921.23
4905270 XXXXXXX XX 00000 SFD 7.750 6.250 $ 673.43 360 1-Sep-28 $ 93,866.87
4905274 XXXXXX XX 00000 SFD 8.375 6.250 $ 1,101.35 360 1-Dec-27 $ 143,873.93
4905280 XXXXXXX XX 00000 LCO 8.000 6.250 $ 175.00 360 1-Sep-28 $ 23,817.89
4905282 XXXXXXXXX XX 00000 SFD 8.250 6.250 $ 540.16 360 1-Sep-28 $ 71,807.99
4905284 XXXXX XX 00000 SFD 8.375 6.250 $ 389.92 360 1-Mar-28 $ 51,038.57
4905285 XXXX XX 00000 SFD 8.000 6.250 $ 551.42 360 1-Sep-28 $ 75,048.82
4905286 XXXXXXX XX 00000 MF2 7.750 6.250 $ 282.09 360 1-May-28 $ 39,205.53
4905287 XXXXXX XXXXXX XX 00000 SFD 8.250 6.250 $ 520.63 360 1-Dec-27 $ 68,796.82
4905288 XXXXXXX XX 00000 SFD 8.625 6.250 $ 684.45 360 1-Aug-28 $ 87,842.47
4905308 XXXXXX XX 00000 MF2 7.750 6.250 $ 1,186.38 360 1-Sep-28 $ 165,365.49
4905310 XXX XXXXX XX 00000 SFD 8.375 6.250 $ 781.35 360 1-May-28 $ 102,100.74
4905312 XXXXXXX XX 00000 LCO 8.250 6.250 $ 135.23 360 1-Jan-28 $ 17,881.58
4905313 XXXXX XX 00000 MF2 8.500 6.250 $1,089.93 360 1-Sep-28 $ 141,577.65
4905314 XXXXXX XX 00000 SFD 8.125 6.250 $ 1,321.64 360 1-Aug-28 $ 177,648.33
4905321 XXXX XX 00000 SFD 8.000 6.250 $ 1,266.12 360 1-Apr-28 $ 171,723.10
4905324 XXXXXX XX 00000 LCO 8.250 6.250 $ 268.20 360 1-Aug-28 $ 35,631.24
4905325 XXXX XX 00000 SFD 8.000 6.250 $ 524.68 360 1-Sep-28 $ 71,408.72
4905330 XXXXXXXXX XX 00000 SFD 8.125 6.250 $ 691.27 360 1-Feb-28 $ 92,536.77
4905332 XXXX XXXXXX XXXX XX 00000 SFD 8.125 6.250 $ 476.32 360 1-Mar-28 $ 63,806.17
4905333 XXXXXXXX XX 00000 MF2 8.375 6.250 $ 988.47 360 1-Apr-28 $ 129,472.21
4905338 XXXXXXXXXX XX 00000 LCO 8.625 6.250 $ 447.23 360 1-Jan-28 $ 57,149.32
4905342 BEND OR 97707 SFD 7.625 6.250 $ 566.24 360 1-Apr-28 $ 79,586.84
4905343 DENVER CO 80202 LCO 8.125 6.250 $ 1,377.34 360 1-Apr-28 $ 184,459.12
4905344 BIGFORK MT 59911 SFD 7.875 6.250 $ 690.27 360 1-Aug-28 $ 95,002.15
4905353 BEND OR 97701 SFD 7.750 6.250 $ 967.16 360 1-Apr-28 $ 133,706.22
4905356 GLADSTONE OR 97027 SFD 8.000 6.250 $ 1,085.97 360 1-May-28 $ 147,394.16
4905357 AURORA CO 80017 SFD 8.000 6.250 $ 673.60 360 1-May-28 $ 91,424.19
4905361 FORT WAYNE IN 46845 SFD 8.375 6.250 $ 1,489.75 360 1-Nov-27 $ 194,405.57
4905366 HOUSTON TX 77008 SFD 8.500 6.250 $ 1,530.91 360 1-Nov-27 $ 197,594.83
4905368 GLENDALE AZ 85302 SFD 8.250 6.250 $ 889.50 360 1-May-28 $ 117,939.14
4905370 HOUSTON TX 77035 SFD 8.625 6.250 $ 385.01 360 1-Apr-28 $ 49,159.61
4905371 CLEVELAND OH 44105 MF2 8.375 6.250 $ 362.55 360 1-Sep-28 $ 47,640.51
4905376 RIO RANCHO NM 87124 SFD 8.250 6.250 $ 513.50 360 1-Apr-28 $ 68,038.49
4905378 SANDY OR 97055 SFD 7.500 6.250 $1,396.68 360 1-May-28 $ 198,846.53
4905380 EAST HELENA MT 59635 MF2 8.125 6.250 $ 547.96 360 1-Apr-28 $ 73,353.44
4905385 PORTLAND OR 97211 SFD 7.750 6.250 $ 968.59 360 1-Apr-28 $ 134,518.96
4905387 DENVER CO 80231 SFD 8.125 6.250 $ 353.43 360 1-Aug-28 $ 47,505.95
4905389 HOUSTON TX 77009 SFD 8.125 6.250 $ 543.51 360 1-May-28 $ 72,907.78
4905395 WICKLIFFE OH 44092 SFD 8.250 6.250 $ 615.29 360 1-Apr-28 $ 81,526.78
4905396 BEAUMONT TX 77707 SFD 8.000 6.250 $ 323.59 360 1-May-28 $ 43,919.47
4905397 BEND OR 97701 SFD 7.625 6.250 $ 962.60 360 1-Mar-28 $ 116,431.14
4905400 HELENA MT 59601 MF2 8.625 6.250 $ 598.90 360 1-May-28 $ 76,211.39
4905405 DALLAS TX 75248 LCO 8.500 6.250 $ 322.95 360 1-Dec-27 $ 40,479.08
4905409 HOUSTON TX 77030 SFD 8.125 6.250 $ 1,375.48 360 1-Sep-28 $ 185,006.82
4905411 CORPUS CHRISTI TX 78413 MF2 8.375 6.250 $ 807.20 360 1-Apr-28 $ 105,110.84
4905413 PORTLAND OR 97202 SFD 7.750 6.250 $ 823.87 360 1-Mar-28 $ 114,295.58
4905414 SAN DIEGO CA 92122 LCO 8.125 6.250 $ 377.19 360 1-May-28 $ 50,578.74
4905415 HOUSTON TX 77004 MF4 8.125 6.250 $ 1,129.34 360 1-Apr-28 $ 151,389.22
4905421 DENVER CO 80239 SFD 8.250 6.250 $ 601.76 360 1-Jun-28 $ 79,841.10
4905422 DALLAS TX 75243 LCO 8.500 6.250 $ 204.15 360 1-Nov-27 $ 26,349.24
4905427 GALVESTON TX 77550 LCO 8.500 6.250 $ 565.93 360 1-Nov-27 $ 73,043.49
4905431 DALLAS TX 75219 LCO 8.000 6.250 $ 264.16 360 1-Mar-28 $ 35,802.15
4905434 FOREST GROVE OR 97116 SFD 7.750 6.250 $ 1,146.26 360 1-Feb-28 $ 158,953.90
4905438 DENVER CO 80239 SFD 8.250 6.250 $ 601.76 360 1-Jun-28 $ 79,841.10
4905441 DALLAS TX 75217 SFD 8.625 6.250 $ 370.23 360 1-Nov-27 $ 47,249.08
4905443 MONTGOMERY TX 77356 LCO 8.250 6.250 $ 300.51 360 1-Apr-28 $ 39,817.71
4905446 PORTLAND OR 97236 SFD 7.750 6.250 $ 988.65 360 1-Apr-28 $ 137,304.84
4905448 VANCOUVER WA 98684 MF4 8.500 6.250 $ 1,487.85 360 1-Jun-28 $ 192,905.51
4905450 HOUSTON TX 77030 SFD 8.125 6.250 $ 1,429.31 360 1-Sep-28 $ 192,247.30
4905452 HOUSTON TX 77054 LCO 8.125 6.250 $ 237.23 360 1-May-28 $ 31,820.80
4905458 THE DALLES OR 97058 SFD 8.250 6.250 $ 1,284.67 360 1-May-28 $ 170,207.67
4905459 PORTLAND OR 97218 SFD 7.875 6.250 $ 362.54 360 1-Mar-28 $ 49,718.27
4905462 HOUSTON TX 77054 SFD 8.125 6.250 $ 258.02 360 1-Jun-28 $ 34,634.78
4905474 SHERWOOD OR 97140 SFD 7.500 6.250 $ 784.52 360 1-Jun-28 $ 111,778.41
4905476 HOUSTON TX 77063 LCO 8.000 6.250 $ 231.14 360 1-Aug-28 $ 31,436.16
4905477 FERNDALE MI 48220 MF2 8.250 6.250 $ 382.77 360 1-Jun-28 $ 50,785.31
4905478 MARSHFIELD MA 02050 SFD 8.500 6.250 $ 499.79 360 1-Jul-28 $ 64,840.82
4905481 MESA AZ 85202 SFD 8.250 6.250 $ 676.14 360 1-May-28 $ 89,649.69
4905482 MELBA ID 83641 SFD 8.375 6.250 $ 916.65 360 1-Mar-28 $ 119,985.45
4905484 SCOTTSDALE AZ 85254 THS 8.000 6.250 $ 1,132.94 360 1-Apr-28 $ 153,660.09
4905491 NORTHRIDGE CA 91326 SFD 8.000 6.250 $ 1,584.94 360 1-Apr-28 $ 214,964.91
4905492 PRESCOTT AZ 86303 SFD 8.125 6.250 $ 840.51 360 1-Jul-28 $ 112,900.77
4905497 PORTLAND OR 97236 MF2 8.250 6.250 $1,232.08 360 1-Mar-28 $ 163,142.95
4905500 SAN JOSE CA 95133 LCO 8.125 6.250 $ 1,041.35 360 1-Apr-28 $ 139,594.62
4905506 KALISPELL MT 59901 SFD 7.875 6.250 $ 1,305.12 360 1-Jul-28 $ 179,499.63
4905507 PARK CITY UT 84060 SFD 7.750 6.250 $ 788.06 360 1-Mar-28 $ 109,364.65
4905508 EUGENE OR 97403 MF2 7.750 6.250 $ 862.56 360 1-May-28 $ 119,881.83
4905512 HOUSTON TX 77057 LCO 7.000 6.250 $ 665.30 360 1-May-28 $ 99,500.97
4905515 CONROE TX 77385 SFD 8.250 6.250 $ 375.26 360 1-Mar-28 $ 49,688.95
4905526 DALLAS TX 75231 LCO 8.000 6.250 $ 483.74 360 1-Mar-28 $ 65,562.71
4905532 HELENA MT 59601 SFD 7.875 6.250 $ 327.73 360 1-Apr-28 $ 44,977.87
4905534 ORANGE TX 77630 SFD 8.000 6.250 $ 257.56 360 1-Apr-28 $ 34,931.74
4905538 KALISPELL MT 59901 SFD 8.125 6.250 $ 631.12 360 1-Jul-28 $ 84,775.33
4905540 PHOENIX OR 97535 SFD 7.625 6.250 $ 770.08 360 1-Apr-28 $ 108,238.15
4905545 EUGENE OR 97401 MF2 7.750 6.250 $ 1,020.17 360 1-May-28 $ 141,787.16
4905546 HOUSTON TX 77009 LCO 8.125 6.250 $ 313.34 360 1-Jul-28 $ 42,088.46
4905547 ARVADA CO 80004 SFD 8.000 6.250 $ 880.52 360 1-Apr-28 $ 119,424.97
4905553 HILLSBORO OR 97124 SFD 8.000 6.250 $ 968.57 360 1-Apr-28 $ 131,367.47
4905557 NORWOOD MA 02062 LCO 8.250 6.250 $ 450.76 360 1-Jun-28 $ 59,806.05
4905558 PLACENTIA CA 92870 LCO 7.750 6.250 $ 447.04 360 1-Jul-28 $ 62,222.12
4905559 EUGENE OR 97401 LCO 7.875 6.250 $ 304.53 360 1-Mar-28 $ 41,763.38
4905560 HIGHLANDS RANCH CO 80126 THS 7.750 6.250 $ 1,028.77 360 1-Apr-28 $ 142,876.64
4905567 TEMECULA CA 92592 SFD 7.750 6.250 $ 1,316.41 360 1-Aug-28 $ 183,358.41
4905570 PORTLAND OR 97233 MF2 8.000 6.250 $ 924.55 360 1-Apr-28 $ 125,396.18
4905572 SAN ANTONIO TX 78221 SFD 8.125 6.250 $ 222.01 360 1-Jul-28 $ 29,820.96
4905573 PEORIA AZ 85381 SFD 8.250 6.250 $ 801.91 360 1-Mar-28 $ 105,336.50
4905577 MISSION VIEJO CA 92691 LCO 8.250 6.250 $ 628.81 360 1-Jul-28 $ 83,484.30
4905587 ROCKLAND MA 02370 MF3 7.875 6.250 $ 1,136.55 360 1-May-28 $ 156,092.02
4905588 MYSTIC CT 06515 SFD 7.875 6.250 $ 797.58 360 1-Apr-28 $ 109,459.51
4905591 BEND OR 97701 SFD 7.875 6.250 $ 870.08 360 1-Jun-28 $ 119,581.64
4905592 UPLAND CA 91784 SFD 7.500 6.250 $1,398.43 360 1-Jul-28 $ 199,400.69
4905594 CLEVELAND OH 44120 MF2 8.375 6.250 $ 287.31 360 1-Sep-28 $ 37,752.84
4905596 SANDY UT 84092 SFD 8.375 6.250 $ 1,121.87 360 1-Jul-28 $ 147,229.16
4905598 VANCOUVER WA 98684 MF2 7.750 6.250 $ 934.20 360 1-May-28 $ 129,839.21
4905599 SAN JOSE CA 95133 SFD 8.125 6.250 $1,098.90 360 1-Apr-28 $ 147,308.36
4905602 DALLAS TX 75204 LCO 8.375 6.250 $ 668.87 360 1-Jun-28 $ 87,722.64
4905607 ALBUQUERQUE NM 87108 MF2 8.750 6.250 $ 863.80 360 1-Jul-28 $ 109,544.52
4905608 VANCOUVER WA 98685 SFD 7.875 6.250 $ 912.14 360 1-Apr-28 $ 124,777.94
4905609 LAKEWOOD CO 80215 SFD 8.375 6.250 $1,046.62 360 1-Jun-28 $ 137,266.04
4905612 ARVADA CO 80003 SFD 8.125 6.250 $ 779.63 360 1-Apr-28 $ 104,509.28
4905627 MODESTO CA 95356 SFD 8.500 6.250 $ 792.37 360 1-Apr-28 $ 102,603.58
4905629 WEST LINN OR 97068 SFD 7.875 6.250 $ 756.97 360 1-Jul-28 $ 104,109.78
4905637 MESA AZ 85203 MF4 8.250 6.250 $ 777.56 360 1-Jul-28 $ 103,233.27
4905638 VANCOUVER WA 98685 SFD 8.375 6.250 $ 615.66 360 1-Apr-28 $ 80,640.10
4905647 SAN FRANCISCO CA 94109 LCO 7.750 6.250 $ 1,143.39 360 1-Jun-28 $ 159,029.48
4905650 PORTLAND OR 97211 SFD 8.250 6.250 $ 1,171.98 360 1-Jun-28 $ 155,495.72
4905655 TEMPE AZ 85281 SFD 8.375 6.250 $ 478.85 360 1-Apr-28 $ 62,546.59
4905658 OCEANSIDE CA 92056 SFD 7.625 6.250 $ 637.01 360 1-Jul-28 $ 89,736.97
4905664 CROOKED RIVER RANCH OR 97760 THS 7.750 6.250 $ 991.52 360 1-Apr-28 $ 137,702.80
4905667 ALBUQUERQUE NM 87108 MF4 8.750 6.250 $ 863.80 360 1-Jul-28 $ 109,544.52
4905669 GRAND JUNCTION CO 81503 SFD 8.625 6.250 $ 902.24 360 1-May-28 $ 115,581.60
4905673 AURORA CO 80014 LCO 8.375 6.250 $ 591.72 360 1-Jun-28 $ 77,529.19
4905676 TUCSON AZ 85710 SFD 8.375 6.250 $ 559.42 360 1-Apr-28 $ 73,272.95
4905677 BOULDER CO 80303 SFD 7.375 6.250 $ 1,160.33 360 1-Aug-28 $ 167,614.14
4905678 MAGNA UT 84044 MF2 8.125 6.250 $ 501.19 360 1-Jul-28 $ 67,321.56
4905679 BEND OR 97702 SFD 7.875 6.250 $ 708.76 360 1-Apr-28 $ 97,269.70
4905681 DENVER CO 80221 SFD 8.375 6.250 $ 608.82 360 1-May-28 $ 79,796.01
4905686 TACOMA WA 98404 SFD 8.125 6.250 $ 638.55 360 1-Aug-28 $ 85,830.08
4905687 BOULDER CO 80302 LCO 7.875 6.250 $ 560.12 360 1-Jun-28 $ 76,980.65
4905688 HOUSTON TX 77054 LCO 8.125 6.250 $ 267.30 360 1-Jun-28 $ 35,880.65
4905689 DEER ISLAND OR 97054 SFD 7.875 6.250 $ 986.09 360 1-Apr-28 $ 135,331.83
4905693 SANTA FE TX 77510 SFD 7.875 6.250 $ 743.93 360 1-Aug-28 $ 102,386.75
4905695 DEADWOOD SD 57732 SFD 8.250 6.250 $ 244.54 360 1-Jun-28 $ 32,444.76
4905696 PORTLAND OR 97212 SFD 7.250 6.250 $ 784.50 360 1-Mar-28 $ 114,266.92
4905697 HOUSTON TX 77054 SFD 8.125 6.250 $ 211.24 360 1-Jul-28 $ 28,374.80
4905698 KALISPELL MT 59901 SFD 8.750 6.250 $ 483.82 360 1-Jun-28 $ 61,118.30
4905702 SALEM OR 97304 SFD 8.250 6.250 $1,003.69 360 1-Jun-28 $ 133,168.15
4905703 THE WOODLANDS TX 77381 LCO 8.500 6.250 $ 242.21 360 1-Jun-28 $ 31,403.22
4905708 RIDGWAY CO 81432 SFD 7.750 6.250 $ 895.52 360 1-Jul-28 $ 124,643.65
4905711 KALISPELL MT 59901 MF2 8.250 6.250 $ 601.01 360 1-Jul-28 $ 79,793.85
4905716 PORTLAND OR 97217 SFD 7.875 6.250 $ 742.47 360 1-May-28 $ 101,970.18
4905718 SEDONA AZ 86351 SFD 7.750 6.250 $ 921.31 360 1-Aug-28 $ 128,325.94
4905722 RAYNHAM MA 02767 SFD 8.000 6.250 $ 1,213.65 360 1-May-28 $ 164,722.90
4905729 PORTLAND OR 97211 SFD 8.125 6.250 $ 1,264.10 360 1-Jun-28 $ 169,685.58
4905737 PHOENIX AZ 85051 SFD 8.250 6.250 $ 480.06 360 1-Mar-28 $ 63,566.07
4905738 HOUSTON TX 77057 LCO 8.250 6.250 $ 304.26 360 1-Aug-28 $ 40,422.00
4905739 SOUTH JORDAN UT 84095 SFD 7.625 6.250 $ 943.84 360 1-May-28 $ 132,761.65
4905747 SAN DIEGO CA 92122 SFD 7.500 6.250 $1,409.62 360 1-May-28 $ 200,687.24
4905749 LOS ANGELES CA 90005 SFD 8.625 6.250 $ 875.01 360 1-Jun-28 $ 112,163.11
4905754 BOISE ID 83704 SFD 8.125 6.250 $ 668.25 360 1-Jul-28 $ 89,762.10
4905758 MONTGOMERY TX 77356 LCO 8.250 6.250 $ 331.31 360 1-Mar-28 $ 43,869.54
4905760 DENVER CO 80205 MF2 8.250 6.250 $ 791.46 360 1-Aug-28 $ 105,147.07
4905763 STEAMBOAT SPRINGS CO 80477 LCO 7.750 6.250 $ 709.25 360 1-Jun-28 $ 98,646.08
4905785 DENVER CO 80202 LCO 8.250 6.250 $ 1,198.65 360 1-Jul-28 $ 159,138.81
4905795 DENVER CO 80206 SFD 7.875 6.250 $ 1,031.05 360 1-Aug-28 $ 141,904.48
4905801 DALLAS TX 75248 SFD 8.375 6.250 $ 359.14 360 1-Jun-28 $ 47,101.07
4905809 ARLINGTON TX 76011 LCO 8.250 6.250 $ 210.35 360 1-Jul-28 $ 27,907.86
4905824 DALLAS TX 75211 LCO 8.000 6.250 $ 224.54 360 1-Jul-28 $ 30,517.02
4905835 EUGENE OR 97401 MF2 7.750 6.250 $ 1,128.35 360 1-Jul-28 $ 157,051.02
4905846 EUGENE OR 97401 MF2 7.750 6.250 $ 915.22 360 1-Jul-28 $ 127,385.82
4905852 EUGENE OR 97401 MF2 7.750 6.250 $ 940.29 360 1-Jul-28 $ 130,875.85
4905856 LONGMONT CO 80501 SFD 8.375 6.250 $ 820.88 360 1-Jul-28 $ 107,728.65
4905861 COLORADO SPRINGS CO 80911 SFD 7.625 6.250 $ 365.22 360 1-Sep-28 $ 51,525.08
4905871 QUINCY MA 02169 MF2 8.125 6.250 $ 1,195.42 360 1-Aug-28 $ 160,176.82
4906073 DENVER CO 80204 SFD 8.000 6.250 $ 511.43 360 1-Jul-28 $ 69,511.07
4906076 PHOENIX AZ 85027 SFD 8.125 6.250 $ 748.44 360 1-Aug-28 $ 98,545.79
4906090 PHOENIX AZ 85029 MF2 8.500 6.250 $ 1,072.63 360 1-Jul-28 $ 139,158.38
4906113 WEST VALLEY UT 84120 SFD 8.000 6.250 $ 743.07 360 1-Jul-28 $ 100,891.38
4906115 CAYUCOS CA 93430 SFD 7.375 6.250 $ 1,568.87 360 1-Aug-28 $ 226,353.31
4906120 TUSTIN CA 92780 THS 8.250 6.250 $ 569.08 360 1-May-28 $ 75,374.51
4906124 SPRING TX 77381 LCO 7.875 6.250 $ 187.44 360 1-May-28 $ 25,152.69
4906135 APACHEJUNCTION AZ 85220 SFD 8.375 6.250 $ 494.05 360 1-May-28 $ 64,753.31
4906145 BAILEY CO 80421 SFD 7.875 6.250 $ 783.07 360 1-Aug-28 $ 107,775.57
4906150 SAN DIEGO CA 92129 SFD 8.000 6.250 $ 836.49 360 1-Aug-28 $ 113,769.00
4906154 OAKRIDGE OR 97463 SFD 7.750 6.250 $ 917.01 360 1-Sep-28 $ 127,818.73
4906156 PORTLAND OR 97217 MF2 8.375 6.250 $ 752.47 360 1-Jun-28 $ 98,688.01
4906163 PEARLAND TX 77584 SFD 7.500 6.250 $ 565.66 360 1-Jul-28 $ 80,657.60
4906170 ARLINGTON TX 76012 SFD 8.250 6.250 $ 486.83 360 1-Aug-28 $ 64,675.16
4906172 SAN DIEGO CA 92123 SFD 7.625 6.250 $ 1,102.03 360 1-Aug-28 $ 155,359.79
4906175 HOUSTON TX 77024 SFD 8.000 6.250 $ 190.78 360 1-Jul-28 $ 25,929.51
4906176 FLAGSTAFF AZ 86004 SFD 7.750 6.250 $ 928.47 360 1-Aug-28 $ 129,184.98
4906189 SCOTTSDALE AZ 85260 LCO 7.500 6.250 $ 1,043.58 360 1-Aug-28 $ 148,915.61
4906192 DALLAS TX 75219 LCO 8.125 6.250 $ 380.90 360 1-Aug-28 $ 51,198.65
4906197 SAN DIEGO CA 92116 SFD 8.000 6.250 $ 857.77 360 1-Aug-28 $ 116,663.11
4906203 MISSION VIEJO CA 92691 SFD 8.000 6.250 $ 932.98 360 1-Aug-28 $ 126,892.35
4906209 MISSION VIEJO CA 92691 SFD 8.000 6.250 $1,304.63 360 1-Aug-28 $ 177,439.72
4906212 MEDFORD OR 97504 SFD 7.875 6.250 $ 1,087.60 360 1-Aug-28 $ 149,688.29
4906215 PORTLAND OR 97206 MF2 8.250 6.250 $ 1,051.77 360 1-May-28 $ 139,455.09
4906220 COLORADO SPRINGS CO 80911 SFD 7.625 6.250 $ 414.06 360 1-Sep-28 $ 58,415.05
4906223 THE DALLES OR 97058 SFD 7.000 6.250 $ 606.76 360 1-Apr-28 $ 90,254.43
4906225 SEDONA AZ 86351 SFD 7.875 6.250 $ 1,297.87 360 1-May-28 $ 178,248.67
4906231 MENLO PARK CA 94025 SFD 7.875 6.250 $ 1,160.11 360 1-Apr-28 $ 159,213.89
4906232 COLORADO SPRINGS CO 80906 MF2 7.625 6.250 $ 1,451.68 360 1-Sep-28 $ 204,802.17
4906242 PHOENIX AZ 85003 SFD 7.625 6.250 $ 796.27 360 1-Apr-28 $ 111,919.04
4906266 BOULDER CO 80302 LCO 8.000 6.250 $ 1,052.95 360 1-Aug-28 $ 143,209.22
4906291 PARK CITY UT 84060 LCO 8.000 6.250 $ 616.36 360 1-Jul-28 $ 83,772.30
4906300 PHOENIX AZ 85019 LCO 8.500 6.250 $ 214.53 360 1-Jul-28 $ 27,831.65
4906305 VANCOUVER WA 98660 SFD 7.625 6.250 $ 880.85 360 1-Apr-28 $ 121,720.45
4906313 DENVER CO 80203 LCO 8.250 6.250 $ 138.98 360 1-Jun-28 $ 12,867.66
4906316 DALLAS TX 75225 LCO 7.750 6.250 $ 748.65 360 1-Aug-28 $ 104,277.31
4906322 MOUNTAIN VILLAGE CO 81435 THS 8.000 6.250 $ 968.57 360 1-Jul-28 $ 131,353.56
4906327 HOUSTON TX 77009 SFD 7.875 6.250 $ 337.52 360 1-Jul-28 $ 46,420.59
4906328 HOUSTON TX 77054 LCO 8.125 6.250 $ 320.76 360 1-Jul-28 $ 43,085.80
4906336 DENVER CO 80207 SFD 7.625 6.250 $ 353.90 360 1-Jul-28 $ 49,751.94
4906338 PHOENIX AZ 85012 SFD 8.000 6.250 $ 581.15 360 1-Jul-28 $ 78,985.29
4906347 LA JOLLA CA 92037 LCO 7.875 6.250 $ 568.45 360 1-Jul-28 $ 78,182.07
4906352 HOUSTON TX 77064 SFD 7.875 6.250 $ 551.06 360 1-Jul-28 $ 75,788.72
4906357 EUGENE OR 97405 MF2 7.500 6.250 $ 489.45 360 1-Jul-28 $ 69,747.65
4906372 HOUSTON TX 77054 LCO 8.125 6.250 $ 224.61 360 1-Jul-28 $ 30,170.02
4906375 QUEEN CREEK AZ 85242 SFD 7.875 6.250 $ 1,185.49 360 1-Jul-28 $ 163,045.47
4906382 DENVER CO 80209 LCO 7.750 6.250 $ 1,289.54 360 1-Jul-28 $ 179,486.89
4906409 LAS CRUCES NM 88005 MF2 8.250 6.250 $ 508.80 360 1-Jun-28 $ 67,506.06
4906414 VANCOUVER WA 98665 MF2 7.750 6.250 $ 931.34 360 1-Jul-28 $ 129,629.40
4906417 CLACKAMAS OR 97015 SFD 8.250 6.250 $ 1,155.82 360 1-Jun-28 $ 153,352.70
4906430 MONTEREYPARK CA 91754 SFD 8.000 6.250 $ 1,467.53 360 1-Jun-28 $ 199,320.01
4906431 PARK CITY UT 84060 HCO 8.750 6.250 $ 1,022.71 360 1-Jun-28 $ 129,620.54
4906436 GILCHRIST TX 77617 SFD 8.625 6.250 $ 157.50 360 1-Jun-28 $ 20,189.37
4906441 HIGLEY AZ 85236 SFD 7.750 6.250 $ 676.29 360 1-May-28 $ 93,993.75
4906443 GALVESTON TX 77550 MF2 8.750 6.250 $ 254.90 360 1-Feb-28 $ 32,227.17
4906447 SIMPSONVILLE SC 29680 SFD 7.875 6.250 $ 677.94 360 1-May-28 $ 93,107.53
4906448 RIVERBANK CA 95367 SFD 7.375 6.250 $ 425.46 360 1-Feb-28 $ 61,167.59
4906456 PLANO TX 75075 SFD 7.750 6.250 $ 677.01 360 1-Feb-28 $ 93,883.98
4906465 PORTLAND OR 97123 MF2 8.000 6.250 $ 1,027.28 360 1-Mar-28 $ 139,230.65
4906468 VANCOUVER WA 98661 SFD 8.125 6.250 $ 861.67 360 1-Jun-28 $ 115,665.25
4906474 KALISPELL MT 59901 SFD 8.000 6.250 $ 733.77 360 1-Apr-28 $ 97,885.72
4906476 VANCOUVER WA 98661 SFD 8.125 6.250 $ 861.67 360 1-Jun-28 $ 115,665.25
4906485 PINETOP AZ 85935 SFD 8.000 6.250 $ 1,145.41 360 1-Jul-28 $ 155,676.82
4906497 DALLAS TX 75228 SFD 7.875 6.250 $ 570.99 360 1-Jun-28 $ 75,826.58
4906498 SALT LAKE CITY UT 84105 MF2 8.375 6.250 $ 942.49 360 1-Apr-28 $ 123,449.06
4906505 LAKEVIEW OR 97630 SFD 8.250 6.250 $ 370.37 360 1-Feb-28 $ 48,653.85
4906507 ALBUQUERQUE NM 87108 MF4 8.000 6.250 $ 792.47 360 1-Jun-28 $ 107,632.79
4906510 CASTRO VALLEY CA 94546 SFD 7.750 6.250 $ 1,525.96 360 1-Apr-28 $ 208,201.27
4906511 LAS CRUCES NM 88005 SFD 7.875 6.250 $ 384.58 360 1-Jun-28 $ 52,855.07
4906513 PORTLAND OR 97201 LCO 7.875 6.250 $ 1,177.52 360 1-Feb-28 $ 161,367.26
4906515 FOUNTAIN CO 80917 MF4 8.125 6.250 $ 1,035.78 360 1-Jun-28 $ 139,037.53
4906524 GRAND PRAIRIE TX 75050 SFD 7.375 6.250 $ 966.95 360 1-Jun-28 $ 139,460.74
4906528 WHITEFISH MT 59937 SFD 7.750 6.250 $ 1,045.97 360 1-Feb-28 $ 145,048.20
4906531 HOUSTON TX 77057 LCO 8.250 6.250 $ 296.76 360 1-Jun-28 $ 39,372.27
4906532 CHARLESTOWN MA 02129 LCO 7.750 6.250 $ 737.91 360 1-Mar-28 $ 102,405.07
4906539 MILWAUKIE OR 97222 SFD 8.000 6.250 $ 831.36 360 1-Jul-28 $ 112,992.84
4906544 RHODODENDRON OR 97049 SFD 7.625 6.250 $ 722.30 360 1-Mar-28 $ 101,445.79
4906552 YAKIMA WA 98908 SFD 8.125 6.250 $ 638.55 360 1-Feb-28 $ 85,375.38
4906562 REINBECK IA 50699 SFD 8.000 6.250 $ 545.92 360 1-Feb-28 $ 73,938.55
4906570 AVON CO 81620 THS 8.000 6.250 $ 1,041.95 360 1-Feb-28 $ 141,119.22
4906588 LA JOLLA CA 92037 SFD 7.875 6.250 $ 1,341.38 360 1-Feb-28 $ 183,823.60
4906592 CARLSBAD CA 92009 SFD 8.125 6.250 $ 746.21 360 1-Feb-28 $ 99,892.05
4906598 LAPINE OR 97739 SFD 7.875 6.250 $ 771.48 360 1-Feb-28 $ 105,723.37
4906603 LOS ANGELES CA 90026 SFD 8.000 6.250 $ 1,467.53 360 1-Feb-28 $ 198,759.52
4906618 THE DALLES OR 97058 SFD 8.375 6.250 $ 369.40 360 1-Feb-28 $ 48,320.38
4906627 PORTLAND OR 97217 SFD 7.625 6.250 $ 707.79 360 1-Feb-28 $ 99,331.75
4906631 BOISE ID 83702 MF2 7.750 6.250 $ 870.45 360 1-Jul-28 $ 121,153.65
4906639 LOMA CO 81524 SFD 7.500 6.250 $ 699.22 360 1-Aug-28 $ 99,775.98
4906645 DENVER CO 80203 LCO 7.125 6.250 $ 353.03 360 1-Jul-28 $ 52,230.88
4906655 PHOENIX AZ 85029 LCO 8.500 6.250 $ 1,072.63 360 1-Jul-28 $ 139,158.38
4906796 HOUSTON TX 77057 LCO 7.875 6.250 $ 336.07 360 1-Aug-28 $ 46,253.67
---------
$ 82,927,050.42
(i) (x) (xi) (xii) (xiii) (xIv) (xv) (xvI)
----- ------ ------------------ -------- ------------------------------
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
-------- ------ ------------------ -------- ------------------------------
4805799 100.00 0.250 0.017 0.983
4834649 79.43 0.250 0.017 1.358
4834703 80.00 0.250 0.017 1.983
4834756 74.44 0.250 0.017 1.608
4834757 80.00 0.250 0.017 1.483
4834765 80.00 0.250 0.017 1.733
4834786 73.85 0.250 0.017 1.233
4834805 53.13 0.250 0.017 0.733
4834828 67.20 0.250 0.017 0.733
4834829 73.96 0.250 0.017 1.983
4834838 67.14 0.250 0.017 1.108
4834849 79.82 0.250 0.017 1.983
4834856 64.71 0.250 0.017 1.108
4834858 73.71 0.250 0.017 1.608
4834892 67.16 0.250 0.017 1.233
4834903 72.26 0.250 0.017 1.233
4835004 79.96 0.250 0.017 1.608
4835014 77.57 0.250 0.017 1.108
4835020 35.48 0.250 0.017 1.358
4835026 75.24 0.250 0.017 1.233
4835027 75.00 0.250 0.017 1.358
4835051 75.00 0.250 0.017 1.108
4835059 50.81 0.250 0.017 1.983
4835069 79.98 0.250 0.017 0.983
4835078 67.13 0.250 0.017 0.983
4835085 65.05 0.250 0.017 1.483
4835094 70.00 0.250 0.017 1.858
4835099 68.26 0.250 0.017 1.358
4835113 80.00 0.250 0.017 1.983
4835133 75.00 0.250 0.017 1.983
4835160 80.00 0.250 0.017 1.483
4835170 78.50 0.250 0.017 1.358
4835186 79.66 0.250 0.017 1.733
4835188 80.00 0.250 0.017 1.358
4835200 89.98 0.250 0.017 1.858
4835214 80.00 0.250 0.017 1.358
4835222 80.00 0.250 0.017 0.983
4835230 74.45 0.250 0.017 1.483
4835241 54.98 0.250 0.017 2.233
4835311 57.32 0.250 0.017 1.608
4835319 77.38 0.250 0.017 0.983
4835324 66.67 0.250 0.017 1.358
4835354 68.55 0.250 0.017 1.108
4835359 59.14 0.250 0.017 1.608
4835363 73.51 0.250 0.017 0.983
4835364 76.22 0.250 0.017 0.983
4835378 90.00 11 0.250 0.017 1.358
4835381 68.44 0.250 0.017 0.733
4835389 80.00 0.250 0.017 1.983
4835408 69.93 0.250 0.017 0.983
4835424 80.00 0.250 0.017 1.108
4835466 60.40 0.250 0.017 0.983
4835480 79.95 0.250 0.017 1.983
4835502 66.64 0.250 0.017 1.233
4835628 75.00 0.250 0.017 1.858
4836209 80.00 0.250 0.017 1.858
4836211 75.00 0.250 0.017 1.858
4836254 95.00 0.250 0.017 1.108
4836431 63.16 0.250 0.017 1.733
4837419 80.00 0.250 0.017 1.108
4837798 94.99 0.250 0.017 0.983
4853778 76.45 0.250 0.017 1.358
4853956 75.66 0.250 0.017 1.733
4854176 79.38 0.250 0.017 0.983
4856486 70.00 0.250 0.017 0.983
4856538 53.87 0.250 0.017 1.108
4856672 70.00 0.250 0.017 1.233
4856706 75.00 0.250 0.017 1.483
4856731 69.39 0.250 0.017 0.983
4856781 90.00 11 0.250 0.017 1.983
4856785 80.00 0.250 0.017 1.608
4856790 90.00 0.250 0.017 1.608
4856796 66.67 0.250 0.017 1.983
4856827 70.00 0.250 0.017 0.858
4856839 54.23 0.250 0.017 0.733
4856858 67.57 0.250 0.017 1.483
4856869 50.60 0.250 0.017 1.358
4856880 33.44 0.250 0.017 1.233
4856890 26.09 0.250 0.017 1.358
4856895 74.99 0.250 0.017 1.108
4856908 68.18 0.250 0.017 1.358
4856986 45.00 0.250 0.017 1.608
4856997 50.04 0.250 0.017 1.483
4857011 73.68 0.250 0.017 1.358
4857022 77.27 0.250 0.017 0.733
4857035 75.00 0.250 0.017 1.983
4857056 89.68 13 0.250 0.017 0.983
4857175 77.45 0.250 0.017 0.358
4857214 80.00 0.250 0.017 1.358
4857226 80.00 0.250 0.017 1.233
4857233 80.00 0.250 0.017 1.233
4857251 80.00 0.250 0.017 0.858
4857281 69.98 0.250 0.017 0.733
4857348 55.56 0.250 0.017 0.983
4857425 79.87 0.250 0.017 0.983
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4905088 84.87 01 0.250 0.017 1.983
4905090 89.97 06 0.250 0.017 1.733
4905122 75.00 0.250 0.017 1.608
4905127 90.00 13 0.250 0.017 1.358
4905129 80.00 0.250 0.017 1.108
4905138 65.00 0.250 0.017 1.858
4905142 65.00 0.250 0.017 1.858
4905145 90.00 13 0.250 0.017 1.483
4905149 74.98 0.250 0.017 1.483
4905158 90.00 17 0.250 0.017 1.608
4905165 90.00 13 0.250 0.017 1.358
4905169 90.00 13 0.250 0.017 1.608
4905174 51.13 0.250 0.017 1.108
4905175 90.00 11 0.250 0.017 1.733
4905185 89.39 11 0.250 0.017 0.733
4905189 65.00 0.250 0.017 1.483
4905197 80.00 0.250 0.017 1.608
4905208 89.99 13 0.250 0.017 1.608
4905209 90.00 13 0.250 0.017 1.858
4905230 85.00 13 0.250 0.017 1.483
4905239 89.90 13 0.250 0.017 1.858
4905248 54.42 0.250 0.017 0.983
4905249 79.53 0.250 0.017 1.733
4905251 90.00 11 0.250 0.017 2.233
4905256 89.47 11 0.250 0.017 1.233
4905262 78.34 0.250 0.017 0.858
4905265 90.00 06 0.250 0.017 1.858
4905266 89.90 11 0.250 0.017 1.858
4905267 90.00 06 0.250 0.017 2.233
4905269 80.00 0.250 0.017 1.608
4905270 64.83 0.250 0.017 1.233
4905274 90.00 06 0.250 0.017 1.858
4905280 90.00 06 0.250 0.017 1.483
4905282 89.99 11 0.250 0.017 1.733
4905284 90.00 13 0.250 0.017 1.858
4905285 90.00 13 0.250 0.017 1.483
4905286 75.00 0.250 0.017 1.233
4905287 90.00 13 0.250 0.017 1.733
4905288 80.00 0.250 0.017 2.108
4905308 80.00 0.250 0.017 1.233
4905310 89.39 13 0.250 0.017 1.858
4905312 90.00 13 0.250 0.017 1.733
4905313 90.00 13 0.250 0.017 1.983
4905314 80.00 0.250 0.017 1.608
4905321 85.00 13 0.250 0.017 1.483
4905324 70.00 0.250 0.017 1.733
4905325 90.00 11 0.250 0.017 1.483
4905330 70.00 0.250 0.017 1.608
4905332 83.31 13 0.250 0.017 1.608
4905333 90.00 11 0.250 0.017 1.858
4905338 88.46 06 0.250 0.017 2.108
4905342 80.00 0.250 0.017 1.108
4905343 58.89 0.250 0.017 1.608
4905344 85.00 11 0.250 0.017 1.358
4905353 78.53 0.250 0.017 1.233
4905356 80.00 0.250 0.017 1.483
4905357 90.00 13 0.250 0.017 1.483
4905361 80.00 0.250 0.017 1.858
4905366 74.85 0.250 0.017 1.983
4905368 78.93 0.250 0.017 1.733
4905370 90.00 13 0.250 0.017 2.108
4905371 90.00 13 0.250 0.017 1.858
4905376 89.95 13 0.250 0.017 1.733
4905378 85.00 11 0.250 0.017 0.983
4905380 90.00 11 0.250 0.017 1.608
4905385 80.00 0.250 0.017 1.233
4905387 88.15 13 0.250 0.017 1.608
4905389 89.96 06 0.250 0.017 1.608
4905395 89.02 06 0.250 0.017 1.733
4905396 90.00 13 0.250 0.017 1.483
4905397 80.00 0.250 0.017 1.108
4905400 70.00 0.250 0.017 2.108
4905405 72.41 0.250 0.017 1.983
4905409 65.00 0.250 0.017 1.608
4905411 90.00 13 0.250 0.017 1.858
4905413 54.76 0.250 0.017 1.233
4905414 80.00 0.250 0.017 1.608
4905415 90.00 13 0.250 0.017 1.608
4905421 90.00 17 0.250 0.017 1.733
4905422 88.50 13 0.250 0.017 1.983
4905427 78.30 0.250 0.017 1.983
4905431 90.00 13 0.250 0.017 1.483
4905434 80.00 0.250 0.017 1.233
4905438 90.00 17 0.250 0.017 1.733
4905441 89.98 13 0.250 0.017 2.108
4905443 80.00 0.250 0.017 1.733
4905446 83.64 11 0.250 0.017 1.233
4905448 90.00 11 0.250 0.017 1.983
4905450 64.17 0.250 0.017 1.608
4905452 90.00 13 0.250 0.017 1.608
4905458 90.00 11 0.250 0.017 1.733
4905459 53.76 0.250 0.017 1.358
4905462 84.96 13 0.250 0.017 1.608
4905474 85.00 11 0.250 0.017 0.983
4905476 90.00 13 0.250 0.017 1.483
4905477 50.95 0.250 0.017 1.733
4905478 47.45 0.250 0.017 1.983
4905481 90.00 0.250 0.017 1.733
4905482 90.00 11 0.250 0.017 1.858
4905484 80.00 0.250 0.017 1.483
4905491 80.00 0.250 0.017 1.483
4905492 74.97 0.250 0.017 1.608
4905497 80.00 0.250 0.017 1.733
4905500 85.00 11 0.250 0.017 1.608
4905506 71.43 0.250 0.017 1.358
4905507 50.00 0.250 0.017 1.233
4905508 70.00 0.250 0.017 1.233
4905512 80.00 0.250 0.017 0.483
4905515 90.00 13 0.250 0.017 1.733
4905526 90.00 13 0.250 0.017 1.483
4905532 80.00 0.250 0.017 1.358
4905534 90.00 13 0.250 0.017 1.483
4905538 67.46 0.250 0.017 1.608
4905540 80.00 0.250 0.017 1.108
4905545 80.00 0.250 0.017 1.233
4905546 89.79 13 0.250 0.017 1.608
4905547 80.00 0.250 0.017 1.483
4905553 80.00 0.250 0.017 1.483
4905557 68.18 0.250 0.017 1.733
4905558 80.00 0.250 0.017 1.233
4905559 70.00 0.250 0.017 1.358
4905560 64.98 0.250 0.017 1.233
4905567 79.98 0.250 0.017 1.233
4905570 70.00 0.250 0.017 1.483
4905572 65.00 0.250 0.017 1.608
4905573 90.00 11 0.250 0.017 1.733
4905577 90.00 06 0.250 0.017 1.733
4905587 95.00 11 0.250 0.017 1.358
4905588 88.00 13 0.250 0.017 1.358
4905591 80.00 0.250 0.017 1.358
4905592 80.00 0.250 0.017 0.983
4905594 90.00 17 0.250 0.017 1.858
4905596 90.00 13 0.250 0.017 1.858
4905598 80.00 0.250 0.017 1.233
4905599 64.91 0.250 0.017 1.608
4905602 61.54 0.250 0.017 1.858
4905607 90.00 13 0.250 0.017 2.233
4905608 85.00 11 0.250 0.017 1.358
4905609 90.00 13 0.250 0.017 1.858
4905612 75.00 0.250 0.017 1.608
4905627 90.00 13 0.250 0.017 1.983
4905629 90.00 11 0.250 0.017 1.358
4905637 90.00 11 0.250 0.017 1.733
4905638 90.00 11 0.250 0.017 1.858
4905647 70.00 0.250 0.017 1.233
4905650 80.00 0.250 0.017 1.733
4905655 70.00 0.250 0.017 1.858
4905658 60.00 0.250 0.017 1.108
4905664 80.00 0.250 0.017 1.233
4905667 90.00 13 0.250 0.017 2.233
4905669 80.00 0.250 0.017 2.108
4905673 90.00 13 0.250 0.017 1.858
4905676 80.00 0.250 0.017 1.858
4905677 79.06 0.250 0.017 0.858
4905678 77.14 0.250 0.017 1.608
4905679 85.00 11 0.250 0.017 1.358
4905681 90.00 13 0.250 0.017 1.858
4905686 91.49 11 0.250 0.017 1.608
4905687 75.00 0.250 0.017 1.358
4905688 75.00 0.250 0.017 1.608
4905689 83.33 11 0.250 0.017 1.358
4905693 90.00 11 0.250 0.017 1.358
4905695 64.97 0.250 0.017 1.733
4905696 44.23 0.250 0.017 0.733
4905697 84.93 13 0.250 0.017 1.608
4905698 58.57 0.250 0.017 2.233
4905702 80.00 0.250 0.017 1.733
4905703 75.00 0.250 0.017 1.983
4905708 54.35 0.250 0.017 1.233
4905711 80.00 0.250 0.017 1.733
4905716 80.00 0.250 0.017 1.358
4905718 74.99 0.250 0.017 1.233
4905722 81.08 13 0.250 0.017 1.483
4905729 75.00 0.250 0.017 1.608
4905737 90.00 13 0.250 0.017 1.733
4905738 90.00 06 0.250 0.017 1.733
4905739 76.20 0.250 0.017 1.108
4905747 80.00 0.250 0.017 0.983
4905749 75.00 0.250 0.017 2.108
4905754 90.00 11 0.250 0.017 1.608
4905758 90.00 13 0.250 0.017 1.733
4905760 89.98 13 0.250 0.017 1.733
4905763 67.35 0.250 0.017 1.233
4905785 84.98 13 0.250 0.017 1.733
4905795 90.00 13 0.250 0.017 1.358
4905801 75.00 0.250 0.017 1.858
4905809 66.67 0.250 0.017 1.733
4905824 90.00 13 0.250 0.017 1.483
4905835 70.00 0.250 0.017 1.233
4905846 70.00 0.250 0.017 1.233
4905852 70.00 0.250 0.017 1.233
4905856 80.00 0.250 0.017 1.858
4905861 62.17 0.250 0.017 1.108
4905871 70.00 0.250 0.017 1.608
4906073 85.00 13 0.250 0.017 1.483
4906076 90.00 13 0.250 0.017 1.608
4906090 90.00 13 0.250 0.017 1.983
4906113 90.00 13 0.250 0.017 1.483
4906115 74.48 0.250 0.017 0.858
4906120 75.00 0.250 0.017 1.733
4906124 74.93 0.250 0.017 1.358
4906135 37.14 0.250 0.017 1.858
4906145 80.00 0.250 0.017 1.358
4906150 68.26 0.250 0.017 1.483
4906154 80.00 0.250 0.017 1.233
4906156 90.00 0.250 0.017 1.858
4906163 89.99 13 0.250 0.017 0.983
4906170 89.38 13 0.250 0.017 1.733
4906172 90.00 6 0.250 0.017 1.108
4906175 65.00 0.250 0.017 1.483
4906176 80.00 0.250 0.017 1.233
4906189 79.98 0.250 0.017 0.983
4906192 90.00 13 0.250 0.017 1.608
4906197 89.99 0.250 0.017 1.483
4906203 44.61 0.250 0.017 1.483
4906209 62.39 0.250 0.017 1.483
4906212 75.00 0.250 0.017 1.358
4906215 80.00 0.250 0.017 1.733
4906220 65.00 0.250 0.017 1.108
4906223 95.00 11 0.250 0.017 0.483
4906225 70.20 0.250 0.017 1.358
4906231 41.88 0.250 0.017 1.358
4906232 70.00 0.250 0.017 1.108
4906242 75.00 0.250 0.017 1.108
4906266 70.00 0.250 0.017 1.483
4906291 75.00 0.250 0.017 1.483
4906300 90.00 11 0.250 0.017 1.983
4906305 95.00 11 0.250 0.017 1.108
4906313 47.44 0.250 0.017 1.733
4906316 95.00 6 0.250 0.017 1.233
4906322 80.00 0.250 0.017 1.483
4906327 95.00 13 0.250 0.017 1.358
4906328 94.12 13 0.250 0.017 1.608
4906336 60.24 0.250 0.017 1.108
4906338 90.00 13 0.250 0.017 1.483
4906347 80.00 0.250 0.017 1.358
4906352 80.00 0.250 0.017 1.358
4906357 70.00 0.250 0.017 0.983
4906372 73.78 0.250 0.017 1.608
4906375 77.86 0.250 0.017 1.358
4906382 75.00 0.250 0.017 1.233
4906409 75.00 0.250 0.017 1.733
4906414 65.00 0.250 0.017 1.233
4906417 85.00 0.250 0.017 1.733
4906430 60.61 0.250 0.017 1.483
4906431 65.00 0.250 0.017 2.233
4906436 90.00 13 0.250 0.017 2.108
4906441 89.99 17 0.250 0.017 1.233
4906443 90.00 13 0.250 0.017 2.233
4906447 70.83 0.250 0.017 1.358
4906448 70.00 0.250 0.017 0.858
4906456 90.00 0.250 0.017 1.233
4906465 50.00 0.250 0.017 1.483
4906468 89.96 0.250 0.017 1.608
4906474 80.00 0.250 0.017 1.483
4906476 89.96 11 0.250 0.017 1.608
4906485 70.00 0.250 0.017 1.483
4906497 90.00 0.250 0.017 1.358
4906498 64.92 0.250 0.017 1.858
4906505 85.00 11 0.250 0.017 1.733
4906507 90.00 13 0.250 0.017 1.483
4906510 53.25 0.250 0.017 1.233
4906511 84.32 13 0.250 0.017 1.358
4906513 80.00 0.250 0.017 1.358
4906515 90.00 13 0.250 0.017 1.608
4906524 76.92 0.250 0.017 0.858
4906528 65.18 0.250 0.017 1.233
4906531 79.80 0.250 0.017 1.733
4906532 83.74 13 0.250 0.017 1.233
4906539 73.57 0.250 0.017 1.483
4906544 65.00 0.250 0.017 1.108
4906552 70.20 0.250 0.017 1.608
4906562 80.00 0.250 0.017 1.483
4906570 58.44 0.250 0.017 1.483
4906588 67.27 0.250 0.017 1.358
4906592 59.12 0.250 0.017 1.608
4906598 80.00 0.250 0.017 1.358
4906603 78.43 0.250 0.017 1.483
4906618 88.36 6 0.250 0.017 1.858
4906627 80.00 0.250 0.017 1.108
4906631 75.00 0.250 0.017 1.233
4906639 80.00 0.250 0.017 0.983
4906645 78.21 0.250 0.017 0.608
4906655 89.42 13 0.250 0.017 1.983
4906796 90.00 6 0.250 0.017 1.358
COUNT: 839
WAC: 7.991901711
WAM: 354.2301989
WALTV: 78.00931766
(i) (xvii) (xviii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ----------------------------------------------------------------------
4805799 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
4834649 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4834703 HOMESIDE LENDING HOMESIDE LENDING
4834756 HOMESIDE LENDING HOMESIDE LENDING
4834757 HOMESIDE LENDING HOMESIDE LENDING
4834765 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4834786 HOMESIDE LENDING HOMESIDE LENDING
4834805 HOMESIDE LENDING HOMESIDE LENDING
4834828 HOMESIDE LENDING HOMESIDE LENDING
4834829 HOMESIDE LENDING HOMESIDE LENDING
4834838 HOMESIDE LENDING HOMESIDE LENDING
4834849 HOMESIDE LENDING HOMESIDE LENDING
4834856 HOMESIDE LENDING HOMESIDE LENDING
4834858 HOMESIDE LENDING HOMESIDE LENDING
4834892 HOMESIDE LENDING HOMESIDE LENDING
4834903 HOMESIDE LENDING HOMESIDE LENDING
4835004 HOMESIDE LENDING HOMESIDE LENDING
4835014 HOMESIDE LENDING HOMESIDE LENDING
4835020 HOMESIDE LENDING HOMESIDE LENDING
4835026 HOMESIDE LENDING HOMESIDE LENDING
4835027 HOMESIDE LENDING HOMESIDE LENDING
4835051 HOMESIDE LENDING HOMESIDE LENDING
4835059 HOMESIDE LENDING HOMESIDE LENDING
4835069 HOMESIDE LENDING HOMESIDE LENDING
4835078 HOMESIDE LENDING HOMESIDE LENDING
4835085 HOMESIDE LENDING HOMESIDE LENDING
4835094 HOMESIDE LENDING HOMESIDE LENDING
4835099 HOMESIDE LENDING HOMESIDE LENDING
4835113 HOMESIDE LENDING HOMESIDE LENDING
4835133 HOMESIDE LENDING HOMESIDE LENDING
4835160 HOMESIDE LENDING HOMESIDE LENDING
4835170 HOMESIDE LENDING HOMESIDE LENDING
4835186 HOMESIDE LENDING HOMESIDE LENDING
4835188 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4835200 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC.
4835214 HOMESIDE LENDING HOMESIDE LENDING
4835222 HOMESIDE LENDING HOMESIDE LENDING
4835230 HOMESIDE LENDING HOMESIDE LENDING
4835241 HOMESIDE LENDING HOMESIDE LENDING
4835311 HOMESIDE LENDING HOMESIDE LENDING
4835319 HOMESIDE LENDING HOMESIDE LENDING
4835324 HOMESIDE LENDING HOMESIDE LENDING
4835354 HOMESIDE LENDING HOMESIDE LENDING
4835359 HOMESIDE LENDING HOMESIDE LENDING
4835363 HOMESIDE LENDING HOMESIDE LENDING
4835364 HOMESIDE LENDING HOMESIDE LENDING
4835378 HOMESIDE LENDING HOMESIDE LENDING
4835381 HOMESIDE LENDING HOMESIDE LENDING
4835389 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4835408 HOMESIDE LENDING HOMESIDE LENDING
4835424 HOMESIDE LENDING HOMESIDE LENDING
4835466 HOMESIDE LENDING HOMESIDE LENDING
4835480 HOMESIDE LENDING HOMESIDE LENDING
4835502 HOMESIDE LENDING HOMESIDE LENDING
4835628 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4836209 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4836211 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4836254 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4836431 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4837419 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4837798 NORTH AMERICAN MORTGAGE NORTH AMERICAN MORTGAGE
4853778 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4853956 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4854176 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4856486 HOMESIDE LENDING HOMESIDE LENDING
4856538 HOMESIDE LENDING HOMESIDE LENDING
4856672 HOMESIDE LENDING HOMESIDE LENDING
4856706 HOMESIDE LENDING HOMESIDE LENDING
4856731 HOMESIDE LENDING HOMESIDE LENDING
4856781 HOMESIDE LENDING HOMESIDE LENDING
4856785 HOMESIDE LENDING HOMESIDE LENDING
4856790 HOMESIDE LENDING HOMESIDE LENDING
4856796 HOMESIDE LENDING HOMESIDE LENDING
4856827 HOMESIDE LENDING HOMESIDE LENDING
4856839 HOMESIDE LENDING HOMESIDE LENDING
4856858 HOMESIDE LENDING HOMESIDE LENDING
4856869 HOMESIDE LENDING HOMESIDE LENDING
4856880 HOMESIDE LENDING HOMESIDE LENDING
4856890 HOMESIDE LENDING HOMESIDE LENDING
4856895 HOMESIDE LENDING HOMESIDE LENDING
4856908 HOMESIDE LENDING HOMESIDE LENDING
4856986 HOMESIDE LENDING HOMESIDE LENDING
4856997 HOMESIDE LENDING HOMESIDE LENDING
4857011 HOMESIDE LENDING HOMESIDE LENDING
4857022 HOMESIDE LENDING HOMESIDE LENDING
4857035 HOMESIDE LENDING HOMESIDE LENDING
4857056 HOMESIDE LENDING HOMESIDE LENDING
4857175 HOMESIDE LENDING HOMESIDE LENDING
4857214 HOMESIDE LENDING HOMESIDE LENDING
4857226 HOMESIDE LENDING HOMESIDE LENDING
4857233 HOMESIDE LENDING HOMESIDE LENDING
4857251 HOMESIDE LENDING HOMESIDE LENDING
4857281 HOMESIDE LENDING HOMESIDE LENDING
4857348 HOMESIDE LENDING HOMESIDE LENDING
4857425 HOMESIDE LENDING HOMESIDE LENDING
4857485 HOMESIDE LENDING HOMESIDE LENDING
4857493 HOMESIDE LENDING HOMESIDE LENDING
4857508 HOMESIDE LENDING HOMESIDE LENDING
4857527 HOMESIDE LENDING HOMESIDE LENDING
4857552 HOMESIDE LENDING HOMESIDE LENDING
4857577 HOMESIDE LENDING HOMESIDE LENDING
4857586 HOMESIDE LENDING HOMESIDE LENDING
4857597 HOMESIDE LENDING HOMESIDE LENDING
4857701 HOMESIDE LENDING HOMESIDE LENDING
4857784 HOMESIDE LENDING HOMESIDE LENDING
4857795 HOMESIDE LENDING HOMESIDE LENDING
4857800 HOMESIDE LENDING HOMESIDE LENDING
4857802 HOMESIDE LENDING HOMESIDE LENDING
4857809 HOMESIDE LENDING HOMESIDE LENDING
4857811 HOMESIDE LENDING HOMESIDE LENDING
4857813 HOMESIDE LENDING HOMESIDE LENDING
4857816 HOMESIDE LENDING HOMESIDE LENDING
4857824 HOMESIDE LENDING HOMESIDE LENDING
4868349 HOMESIDE LENDING HOMESIDE LENDING
4879675 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
4880006 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880041 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880120 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880124 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880160 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880185 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880206 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880246 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880272 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880293 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880448 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880450 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880452 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880458 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880463 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880475 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880478 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880501 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880503 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880516 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880542 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880551 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880552 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880558 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880559 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880565 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880573 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880575 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880582 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880584 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880594 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880596 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880603 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880619 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880622 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880629 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880632 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880651 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880664 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880669 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880683 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880688 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880695 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880697 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880739 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880758 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880760 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880763 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880766 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880774 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880780 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880789 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880791 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880798 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880811 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880819 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880824 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880827 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880839 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880848 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880849 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880878 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880906 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880912 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880926 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880957 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4880980 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881003 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881047 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881050 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881054 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881092 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881099 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881101 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881103 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881111 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881122 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881123 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881139 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881153 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881155 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881169 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881174 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881187 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881195 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881200 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881252 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881254 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881261 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881266 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881282 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881283 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881290 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881295 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881296 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881315 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881317 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881387 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881422 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881425 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881457 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881467 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881473 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881484 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881487 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881498 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881500 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881519 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881527 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881540 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881568 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881590 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881604 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881610 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881618 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881947 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881951 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881956 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881964 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881970 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881975 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881977 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881981 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881987 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4881989 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4882103 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4882113 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887614 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887638 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887672 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887708 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887724 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887754 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887763 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887771 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887778 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887795 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887815 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4887860 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4900174 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4900191 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4900200 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4900206 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4900287 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4900295 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4902329 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4903444 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4903510 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4903639 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903650 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903660 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903661 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4903672 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903716 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903719 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903730 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903739 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903746 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4903762 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4903793 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903806 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903808 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903814 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903819 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903842 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903861 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903875 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903882 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903883 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903895 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903897 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903898 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903905 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903906 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903914 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903916 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903919 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903920 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903927 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903929 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4903933 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4904838 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4904892 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4904900 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4904914 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905008 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905020 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905021 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905022 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905025 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905028 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905033 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905036 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905039 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905040 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905042 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905049 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905051 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905052 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905053 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905062 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905066 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905078 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905080 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905088 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905090 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905127 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905129 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905138 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905142 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905145 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905149 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905158 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905165 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905169 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905174 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905175 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905189 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905208 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905209 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905230 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905239 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905248 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905249 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905251 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905256 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905262 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905265 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905266 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905267 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905269 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905270 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905274 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905280 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905282 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905284 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905285 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905286 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905287 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905288 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905308 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905310 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905312 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905313 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905314 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905321 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905324 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905325 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905330 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905332 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905333 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905338 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905342 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905343 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905344 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905353 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905356 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905357 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905361 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905366 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905368 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905370 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905371 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905376 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905378 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905380 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905385 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905387 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905389 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905395 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905396 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905397 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905400 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905409 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905414 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905415 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905421 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
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4905427 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905431 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905434 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905438 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905441 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905443 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905446 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905448 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905450 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905452 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905458 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905459 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905462 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905474 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905476 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905477 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905478 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905481 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905482 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905484 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905491 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905492 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905497 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905500 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905506 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905507 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905508 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905512 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905515 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905526 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905532 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905534 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905538 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905540 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905545 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905546 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905547 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905553 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905557 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905558 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905559 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905560 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905567 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905570 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905572 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905573 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905577 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905587 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905588 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905591 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905592 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905594 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905596 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905598 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905599 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905602 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905607 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905608 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905609 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905612 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905627 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905629 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905637 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905638 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905647 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905650 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905655 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905658 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905664 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905667 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905669 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905673 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905676 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905677 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905678 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905679 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905681 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905686 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905687 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905688 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905689 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905693 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905695 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905696 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905697 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905698 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905702 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905703 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905708 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905711 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905716 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905718 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905722 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905729 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905737 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905738 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905739 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905747 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905749 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905754 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905758 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905760 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905763 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905785 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905795 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905801 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905809 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905824 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905835 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905846 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905852 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905856 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905861 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4905871 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906073 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906076 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906090 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906113 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906115 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906120 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906124 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906135 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906145 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906150 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906154 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906156 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906163 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906170 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906172 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906175 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906176 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906189 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906192 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906197 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906203 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906209 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906212 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906215 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906220 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906223 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906225 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906231 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906232 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906242 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906266 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906291 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906300 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906305 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906313 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906316 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906322 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906327 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906328 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906336 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906338 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
4906347 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
COUNT: 839
WAC: 7.991901711
WAM: 354.2301989
WALTV: 78.00931766s
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
----------------
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trust Administrator
-----------------------------
Name: _____________________________
Address: _____________________________
_____________________________
Custodian/Trustee
Mortgage File No.: _____________________________
Seller
------
Name: _____________________________
Address: _____________________________
_____________________________
Certificates: Mortgage Asset-Backed Pass-Through
Certificates, Series 1998-3
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank, as Trust Administrator for the Holders of
Mortgage Asset-Backed Pass-Through Certificates, Series 1998-3, 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 November 25, 1998 (the "Pooling and
Servicing Agreement") among the Trust Administrator, United States Trust Company
of New York, as 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 Trust Administrator,
recorded on ________________________________ as instrument no.
________________ in the County Recorder's Office of the County of
________________________, State of _____________________ in
book/reel/docket ______________________ of official records at page/image
___________________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ________________________________________________
( ) ________________________________________________
( ) ________________________________________________
( ) ________________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust Administrator,
on behalf of the Trustee, and the Master Servicer shall keep the Documents
and any proceeds separate and distinct from all other property in the
Master Servicer's possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED,
AND FOR NON-ERISA INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of _________] [United States], on behalf of which he makes this
affidavit.
2. That the Purchaser's Taxpayer Identification Number is [_______].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Integrated Structured Assets, Inc.
Mortgage Asset-Backed Pass-Through Certificates, Series 1998-3, Class
[I-A-R][I-A-LR] Certificate (the "Class [I-A-R][I-A-LR] Certificate") for the
account of, or as agent (including a broker, nominee, or other middleman) for,
any person or entity from which it has not received an affidavit substantially
in the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [I-A-R][I-A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [I-A-R][I-A-LR] Certificate in excess of cash flows
generated by the Class [I-A-R][I-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [I-A-R][I-A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a
U.S. Person (a "Non-U.S. Person") that holds the Class [I-A-R][I-A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[I-A-R][I-A-LR] Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class [I-A-R][I-A-LR] Certificate will not be disregarded for federal income tax
purposes. "U.S. Person" means a citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
regulations) or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, an estate that is subject to
U.S. federal income tax regardless of the source of its income or a trust if a
court within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [I-A-R][I-A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the REMIC pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable law, to act as tax matters person if requested to do
so.
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of __, 19__.
[Name of Purchaser]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this __ day of ____, 19__.
_____________________________
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
EXHIBIT I
[Letter from Transferor of Class [I-A-R][I-A-LR] Certificate]
[Date]
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: Norwest Integrated Structured Assets, Inc.,
Series 1998-3, Class [I-A-R][I-A-LR]
-------------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
____________________________
EXHIBIT J
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 1998-3
CLASS [II-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 Integrated Structured Assets, Inc.
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Norwest Integrated
Structured Assets, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series
1998-3, Class [II-A-PO][B-4][B-5][B-6] Certificates (the "Class
[II-A-PO][B-4][B-5][B-6] Certificates") in the principal amount of
$________________. In doing so, the Purchaser hereby acknowledges and agrees as
follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of November 25, 1998 (the "Pooling and Servicing
Agreement") among Norwest Integrated Structured Assets, Inc., as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Integrated Structured Assets, Inc. Mortgage
Asset-Backed Pass-Through Certificates, Series 1998-3.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the Seller,
the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [II-A-PO][B-4][B-5][B-6]
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [II-A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and
is capable of evaluating the merits and risks of an investment in the Class
[II-A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Purchaser is able to bear the
economic risk of an investment in the Class [II-A-PO][B-4][B-5][B-6]
Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__,
relating to the Class [II-A-PO][B-4][B-5][B-6] Certificates and reviewed,
to the extent it deemed appropriate, the documents attached thereto or
incorporated by reference therein, (b) it has had the opportunity to ask
questions of, and receive answers from the Seller concerning the Class
[II-A-PO][B-4][B-5][B-6] Certificates and all matters relating thereto, and
obtain any additional information (including documents) relevant to its
decision to purchase the Class [II-A-PO][B-4][B-5][B-6] Certificates that
the Seller possesses or can possess without unreasonable effort or expense
and (c) it has undertaken its own independent analysis of the investment in
the Class [II-A-PO][B-4][B-5][B-6] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of
the Class [II-A-PO][B-4][B-5][B-6] Certificates other than in connection
with a subsequent sale of Class [II-A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state or
local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) [for Class [B-4][B-5][B-6] Certificates only] if the Purchaser
is an insurance company, (A) the source of funds used to purchase the Class
[B-4][B-5][B-6] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such
Plan and all other Plans maintained by the
same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are
determined under Section I(a) of PTE 95-60) at the date of acquisition and
(C) the purchase and holding of such Class [B-4][B-5][B-6] Certificates are
covered by Sections I and III of PTE 95-60 or (iii) the Purchaser has
provided (a) a "Benefit Plan Opinion" satisfactory to the Seller and the
Trust Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as the Seller or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of counsel
to the effect that the proposed transfer will not cause the assets of the
Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Trust Administrator, 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
[II-A-PO][B-4][B-5][B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [II-A-PO][B-4][B-5][B-6] Certificates.
(a) The Purchaser understands that the Class [II-A-PO][B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless
the Class [II-A-PO][B-4][B-5][B-6] Certificates are registered under the
Act and applicable state law or unless an exemption from registration is
available. The Purchaser further understands that neither the Seller, the
Master Servicer nor the Trust Administrator is under any obligation to
register the Class [II-A-PO][B-4][B-5][B-6] Certificates or make an
exemption available. In the event that such a transfer is to be made in
reliance upon an exemption from the Act or applicable state securities
laws, (i) the Trust Administrator shall require, in order to assure
compliance with such laws, that the Certificateholder's prospective
transferee certify to the Seller and the Trust Administrator as to the
factual basis for the registration or qualification exemption relied upon,
and (ii) unless the transferee is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act, the Trust Administrator or the Seller
may, if such transfer is made within three years from the later of (a) the
Closing Date or (b) the last date on which the Seller or any affiliate
thereof was a holder of the Certificates proposed to be transferred,
require an Opinion of Counsel that
such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trustee, the Trust Administrator, the Master Servicer or the Seller. Any
such Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Trust Administrator, the Master
Servicer, any Paying Agent acting on behalf of the Trust Administrator and
the Seller against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
(b) No transfer of a Class [II-A-PO][B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trust
Administrator with a Transferee's Letter, substantially in the form of this
Agreement.
(c) The Purchaser acknowledges that its Class [II-A-PO][B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _______________________________
Its: ______________________________
EXHIBIT K
NORWEST INTEGRATED STRUCTURED ASSETS, INC.
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 1998-3
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
________________ __, ____
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Norwest Integrated Structured Assets, Inc.
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
The undersigned (the "Purchaser") proposes to purchase Norwest Integrated
Structured Assets, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series
1998-3, 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 November 25, 1998 (the "Pooling and Servicing
Agreement") among Norwest Integrated Structured Assets, Inc., as seller (the
"Seller"), Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and the United States Trust Company of New York, as
trustee (the "Trustee"), of Norwest Integrated Structured Assets, Inc. Mortgage
Asset-Backed Pass-Through Certificates, Series 1998-3.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the Seller,
the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state or
local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [B-1] [B-2] [B-3] Certificate is an
"insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed.
Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to which the
amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10% of
the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-1][B-2][B-3]
Certificate are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the
Seller and the Trust Administrator of the Trust Estate and (b) such other
opinions of counsel, officers' certificates and agreements as the Seller or
the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to
the prohibited transaction provisions of ERISA, the Code or Similar Law and
will not subject the Trustee, the Trust Administrator, 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
North American Mortgage Company Servicing Agreement
Homeside Lending Servicing Agreement
Banc One Mortgage Corp. Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
Bank United Servicing Agreement
National City Mortgage Co. Servicing Agreement
First Union National Bank Servicing Agreement
FT Mortgage Companies Servicing Agreement
Xxxxxxx Xxxxx Credit Corporation Servicing Agreement
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ________, between Norwest Bank Minnesota, National
Association (the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
________________________ is the holder of the entire interest in Norwest
Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 1998-3, Class ____ (the "Class B Certificates"). The Class
B Certificates were issued pursuant to a Pooling and Servicing Agreement dated
as of November 25, 1998 among Norwest Integrated Structured Assets, Inc., as
seller (the "Seller"), Norwest Bank Minnesota, National Association, as Master
Servicer, First Union National Bank, as Trust Administrator, and United States
Trust Company of New York, as Trustee.
_____________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least P-1 by Xxxxx'x Investors Service, Inc.
("Moody's") or at least F-1 by Fitch IBCA, Inc. ("Fitch") or (vi) demand and
time deposits in, certificates of deposit of, any depository institution or
trust company (which may be an affiliate of the Company) incorporated under the
laws of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking authorities, so long
as at the time of such investment either (x) the long-term debt obligations of
such depository institution or trust company have a rating of at least Aa2 by
Moody's or AA by Fitch, (y) the certificate of deposit or other unsecured
short-term debt obligations of such depository institution or trust company have
a rating of at least P-1 by Moody's or F-1 by Fitch or (z) the depository
institution or trust company is one that is acceptable to either Moody's or
Fitch and, for each of the preceding clauses (i), (iv), (v) and (vi), the
maturity thereof shall be not later than the earlier to occur of (A) 30 days
from the date of the related investment and (B) the next succeeding Distribution
Date as defined in the related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral letter
from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing
Agreement) to make its servicing personnel available (during their normal
business hours) to respond to reasonable inquiries, by phone or in writing by
facsimile, electronic, or overnight mail transmission, by the Purchaser in
connection with any Mortgage Loan identified in a report under subsection (a)
(i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been given to the
Purchaser; provided, that (1) the related Servicer shall only be required to
provide information that is readily accessible to its servicing personnel and is
non-confidential and (2) the related Servicer shall respond within five Business
Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each Mortgage Loan that
is at least ninety days delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof; provided, that the related
Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will reimburse the Company and the related Servicer for any
out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour
period shall be extended for no longer than an additional four Business Days
after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however, that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such
additional information shall be provided only to the extent it (i) is not
confidential in nature and (ii) is obtainable by the related Servicer from
existing reports, certificates or statements or is otherwise readily accessible
to its servicing personnel. The Purchaser agrees that it has no right to deal
with the mortgagor during such period. However, if such servicing activities
include acceptance of a deed-in-lieu of foreclosure or short payoff, the
Purchaser will be notified and given two Business Days to respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period being referred to herein as the "Excess Period"), within two Business
Days the Purchaser shall remit by wire transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional month's interest,
as calculated by the Company, equal to interest on the Mortgage Loan at the
applicable Mortgage Interest Rate for the Excess Period. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit any of the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Delay Foreclosure or
within two Business Days of the commencement of the Excess Period subject to
Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts necessary to reimburse the related Servicer for all
related Monthly Advances and Liquidation Expenses thereafter made by such
Servicer in accordance with the Pooling and Servicing Agreement and the related
Servicing Agreement. To the extent that the amount of any such Liquidation
Expenses is determined by the Company based on estimated costs, and the actual
costs are subsequently determined to be higher, the Company may withdraw the
additional amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited if and to
the extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than the
delay in Commencement of Foreclosure as provided herein). If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related Servicer may proceed with the Commencement of Foreclosure. In
any event, if the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits
pursuant to this Agreement) shall be released to the Purchaser if and to the
extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Integrated Structured Assets, Inc. Mortgage
Asset-Backed Pass-Through Certificates, Series 1998-3. Amounts held in the
Collateral Fund shall continue to be the property of the Purchaser, subject to
the first priority security interest granted
hereunder for the benefit of the Certificateholders, until withdrawn from the
Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The Collateral Fund
shall be an "outside reserve fund" within the meaning of the REMIC Provisions,
beneficially owned by the Purchaser for federal income tax purposes. All income,
gain, deduction or loss with respect to the Collateral Fund shall be that of the
Purchaser. All distributions from the Trust Fund to the Collateral Fund shall be
treated as distributed to the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Vice President, Master Servicing
Phone: 000-000-0000
Fax: 000-000-0000
(b) in the case of the Purchaser,
_______________________________
_______________________________
_______________________________
_______________________________
Attention: ____________________
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the
Company and the Purchaser agrees to hold such information confidential and not
to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By: _____________________________
Name: ___________________________
Title: __________________________
By: _____________________________
Name: ___________________________
Title: __________________________