NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of May 28, 1998
$800,630,786.08
Mortgage Pass-Through Certificates
Series 1998-12
--------------------------------------------------------------------------------
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; .....................
Section 3.05. Reports to the Trustee and Trust
Administrator; Annual Compliance Statements ........
Section 3.06. Title, Management and Disposition of Any
REO Mortgage Loan ..................................
Section 3.07. Amendments to Servicing Agreements, ...................
Section 3.08. Oversight of Servicing ................................
Section 3.09. Termination and Substitution of Servicing Agreements ..
Section 3.11. Application of Net Liquidation Proceeds ...............
Section 3.11. 1934 Act Reports ......................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS; STATEMENTS
AND REPORTS
Section 4.01. Distributions .........................................
Section 4.02. Allocation of Realized Losses .........................
Section 4.03. Paying Agent ..........................................
Section 4.04. Statements to Certificateholders; Report to
the 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, the Trust .................
ARTICLE VII
DEFAULT
Section 7.01. Events of Default .....................................
Section 7.02. Other Remedies of Trustee .............................
Section 7.03. Directions by Certificateholders and ..................
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default ..........
Section 7.05. Trust Administrator to Act; Appointment of Successor ..
Section 7.06. Notification to Certificateholders ....................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator .............
Section 8.02. Certain Matters Affecting the Trustee
and the Trust Administrator ........................
Section 8.03. Neither Trustee nor Trust Administrator
Required to Make Investigation .....................
Section 8.04. Neither Trustee nor Trust Administrator Liable
for Certificates or Mortgage Loans .................
Section 8.05. Trustee and Trust Administrator May Own Certificates ..
Section 8.06. The Master Servicer to Pay Fees and Expenses ..........
Section 8.07. Eligibility Requirements ..............................
Section 8.08. Resignation and Removal ...............................
Section 8.09. Successor .............................................
Section 8.10. Merger or Consolidation ...............................
Section 8.11. Authenticating Agent ..................................
Section 8.12. Separate Trustees and Co-Trustees .....................
Section 8.13. Appointment of Custodians .............................
Section 8.14. Tax Matters; Compliance with REMIC Provisions .........
Section 8.15. Monthly Advances ......................................
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or
Liquidation of All Mortgage Loans ..................
Section 9.02. Additional Termination Requirements ...................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment .............................................
Section 10.02. Recordation of Agreement ..............................
Section 10.03. Limitation on Rights of Certificateholders ............
Section 10.04. Governing Law; Jurisdiction ...........................
Section 10.05. Notices ...............................................
Section 10.06. Severability of Provisions ............................
Section 10.07. Special Notices to Rating Agencies ....................
Section 10.08. Covenant of Seller ....................................
Section 10.09. Recharacterization ....................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate .......................
Section 11.02. Cut-Off Date ..........................................
Section 11.03. Cut-Off Date Aggregate Principal Balance ..............
Section 11.04. Original Class A Percentage ...........................
Section 11.05. Original Principal Balances of the
Classes of Class A Certificates ....................
Section 11.06. Original Class A Non-PO Principal Balance .............
Section 11.07. Original Subordinated Percentage ......................
Section 11.08. Original Class B-1 Percentage .........................
Section 11.09. Original Class B-2 Percentage .........................
Section 11.10. Original Class B-3 Percentage .........................
Section 11.11. Original Class B-4 Percentage .........................
Section 11.12. Original Class B-5 Percentage .........................
Section 11.13. Original Class B-6 Percentage .........................
Section 11.14. Original Class B Principal Balance ....................
Section 11.15. Original Principal Balances of the
Classes of Class B Certificates ....................
Section 11.16. Original Class B-1 Fractional Interest ................
Section 11.17. Original Class B-2 Fractional Interest ................
Section 11.18. Original Class B-3 Fractional Interest ................
Section 11.19. Original Class B-4 Fractional Interest ................
Section 11.20. Original Class B-5 Fractional Interest ................
Section 11.21. Closing Date ..........................................
Section 11.22. Right to Purchase .....................................
Section 11.23. Wire Transfer Eligibility .............................
Section 11.24. Single Certificate ....................................
Section 11.25. Servicing Fee Rate ....................................
Section 11.26. Master Servicing Fee Rate .............................
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-12 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage from locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage in Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [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 May 28, 1998 executed by
NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Additional Collateral: As defined in the MLCC Servicing Agreement.
Additional Collateral Mortgage Loan: As defined in the MLCC Servicing
Agreement.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Mortgage Loan from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any Class of
Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance
of such Class with respect to such Distribution Date minus (ii) the Adjustment
Amount for such Distribution Date less the Principal Balances for any Classes of
Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance and Class B Principal Balance as of the
related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a) for such Distribution Date without regard to the
provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution Date,
an amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the 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
$233,193.75 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.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates and Class A-11
Certificates beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for variations in
the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-PO Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-PO Certificates), the amount
distributable to such Class of Class A Certificates pursuant to Paragraphs
first, second and third clause (A) of Section 4.01(a). As to any Distribution
Date and the Class A-PO Certificates, the amount distributable to the Class A-PO
Certificates pursuant to Paragraphs third clause (B) and fourth of Section
4.01(a) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and any
Class of Class A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A Loss Denominator: As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.
Class A Loss Percentage: As to any Determination Date and any Class of
Class A Certificates (other than the Class A-PO Certificates) then outstanding,
the percentage calculated by dividing the Principal Balance of such Class by the
Class A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Class A Certificates not then outstanding), in each case
determined as of the preceding Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the aggregate amount distributed in respect of the Classes of Class A
Certificates pursuant to Paragraph third clause (A) of Section 4.01(a).
Class A Pass-Through Rate: As to each Class of Class A Certificates, other
than the Class A-PO Certificates, the Class A Fixed Pass-Through Rate. The Class
A-PO Certificates are not entitled to interest and have no Class A Pass-Through
Rate.
Class A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and including
the Distribution Date in May 2003, 100%. As to any Distribution Date subsequent
to May 2003 to and including the Distribution Date in May 2004, the Class A
Percentage as of such Distribution Date plus 70% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to May 2004
to and including the Distribution Date in May 2005, the Class A Percentage as of
such Distribution Date plus 60% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to May 2005
to and including the Distribution Date in May 2006, the Class A Percentage as of
such Distribution Date plus 40% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to May 2006 to and
including the Distribution Date in May 2007, the Class A Percentage as of such
Distribution Date plus 20% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to May 2007, the Class
A Percentage as of such Distribution Date. The foregoing is subject to the
following: (i) if the aggregate distribution to Holders of Class A Certificates
on any Distribution Date of the Class A Prepayment Percentage provided above of
(a) Unscheduled Principal Receipts distributable on such Distribution Date would
reduce the Class A Non-PO Principal Balance below zero, the Class A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Class A Non-PO Principal Balance to zero and thereafter the Class A
Prepayment Percentage shall be zero and (ii) if the Class A Percentage as of any
Distribution Date is greater than the Original Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Class A Prepayment Percentage
described in the second through sixth sentences of this definition of Class A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Class A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Class A Prepayment Percentage for the Distribution Date occurring
in the May preceding such Distribution Date (it being understood that for the
purposes of the determination of the Class A Prepayment Percentage for the
current Distribution Date, the current Class A Percentage and Subordinated
Percentage shall be utilized). In order for the reduction referred to in the
second through sixth sentences to be applicable, with respect to any
Distribution Date (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) must be less than 50% of the current Class B Principal Balance and (b)
cumulative Realized Losses shall not exceed (1) 30% of the Original Class B
Principal Balance if such Distribution Date occurs between and including June
2003 and May 2004 (2) 35% of the Original Class B Principal Balance if such
Distribution Date occurs between and including June 2004 and May 2005, (3) 40%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including June 2005 and May 2006, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including June
2006 and May 2007, and (5) 50% of the Original Class B Principal Balance if such
Distribution Date occurs during or after June 2007. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class
A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-PO Certificates and Class A-R
Certificate.
Class A Shortfall Percentage: As to any Distribution Date and Class of
Class A Certificates, the percentage calculated by dividing the Class A Unpaid
Interest Shortfall for such Class by the Aggregate Class A Unpaid Interest
Shortfall, in each case determined as of the day preceding the applicable
Distribution Date.
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 Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 and Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-8 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-11 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 and Exhibit C hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-PO Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion
of Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) amounts
distributed on the Class A-PO Certificates on prior Distribution Dates pursuant
to Paragraph fourth of Section 4.01(a). On and after the Cross-Over Date, the
Class A-PO Deferred Amount will be zero. No interest will accrue on any Class
A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trust Administrator
and authenticated by the Trust Administrator or the Authenticating Agent in
substantially the form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any Class of
Class B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any Class of
Class B Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.50% per annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment Percentage,
Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4
Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment
Percentage.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth
of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d) or (ii) except as set
forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other
than the Class B-1 Certificates) are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-2 Prepayment Percentage for such Distribution Date will
be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in
respect of the Class B-3 Certificates on prior Distribution Dates (A) pursuant
to Paragraph thirteenth of Section 4.01(a) and (B) as a result of a Principal
Adjustment and (b) the Realized Losses allocated through such Determination Date
to the Class B-3 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the sum of the Class A
Principal Balance, the Class B-1 Principal Balance and the Class B-2 Principal
Balance as of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-4 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Percentage for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class B-6 Prepayment Percentage for such Distribution Date will
be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)
and (b) the Realized Losses allocated through such Determination Date to the
Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted Pool
Amount as of the preceding Distribution Date less the Class A Principal Balance,
the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the 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 the execution of this instrument is located at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing
Agreements), the Master Servicer shall require that any such account shall be
acceptable to each of the Rating Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & Xxxxxx Credit Rating Co., or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 6.75%.
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 a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each Rating
Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the case
of the principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
in either case entered into with a depository institution or trust company
(acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by either Rating
Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then
the portion of such Special Hazard Loss represented by the ratio of (a) the
excess of the Aggregate Current Special Hazard Losses over the then-applicable
Special Hazard Loss Amount, divided by (b) the Aggregate Current Special Hazard
Losses, or (ii) if the Aggregate Current Special Hazard Losses with respect to
such Distribution Date are less than or equal to the then-applicable Special
Hazard Loss Amount, then zero. In addition, any Special Hazard Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-PO, Class A-R, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates is June
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.
Fixed Retained Yield: The fixed percentage of interest on each Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a) 6.75%, (b) the
applicable 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) 6.75%, (ii) the applicable 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 $16,012,615.72 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-PO Certificates), (i) the product of (a)
1/12th of the Class A Pass-Through Rate for such Class and (b) the Principal
Balance of such Class as of the Determination Date preceding such Distribution
Date minus (ii) the Class A Interest Percentage of such Class of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates with
respect to such Distribution Date, (y) the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class A Certificates with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or 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.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan purchase
agreement dated as of April 1, 1998 between Xxxxxxx Xxxxx Credit Corporation, as
seller, and Norwest Funding, Inc., as purchaser.
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).
MLCC Servicing Agreement: The Servicing Agreement executed by Xxxxxxx Xxxxx
Credit Corporation, as Servicer.
Month End Interest: As defined in each Servicing Agreement or with respect
to the MLCC Servicing Agreement the amount defined as "Compensating Interest".
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage 100sm Pledge Agreement: As defined in the MLCC Servicing
Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trust Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Section
2.02 or 2.03 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) 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-3 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if any,
by which (i) Aggregate Foreclosure Profits with respect to such Distribution
Date exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the
Servicing Fee Rate, as set forth in Section 11.25 with respect to such Mortgage
Loan, (b) the Master Servicing Fee Rate, as set forth in Section 11.26 with
respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate, if any,
with respect to such Mortgage Loan. Any regular monthly computation of interest
at such rate shall be based upon annual interest at such rate on the applicable
amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for
such Mortgage Loan by 6.75%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or a
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B Certificates
and any Distribution Date, an Optimal Adjustment Event will occur with respect
to such Class if: (i) the Principal Balance of such Class on the Determination
Date succeeding such Distribution Date would have been reduced to zero
(regardless of whether such Principal Balance was reduced to zero as a result of
principal distribution or the allocation of Realized Losses) and (ii) (a) the
Principal Balance of any Class of Class A Certificates would be subject to
further reduction as a result of the third or fifth sentences of the definition
of Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off Date,
as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2 , Class A-3 , Class A-4 , Class
A-5 , Class A-6 , Class A-7 , Class A-8 , Class A-9 , Class A-10 , Class A-11
and Class A-R Certificates, as set forth in Section 11.06.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
Original Class B-5 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-6 Principal Balance by
the sum of the Original Class A Non-PO Principal Balance and the Original Class
B Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the 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 Xxxxxxx Xxxxx Credit Corporation, the documents specified in 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[TM] Guaranty and Security Agreement for Securities Account: As
defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust Administrator,
as agent for the Master Servicer, to make distributions to Certificateholders
with respect to the Certificates and to forward to Certificateholders the
periodic and annual statements required by Section 4.04. The Paying Agent may be
any Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee or the Trust
Administrator. The initial Paying Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class A Certificates. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03 and (iii) all other amounts
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trust Administrator has made
one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest
due after the Due Date occurring in the month in which such Distribution
Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers after
the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt,
and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans repurchased
by the Seller pursuant to Section 2.02 or 2.03 on or following the Due Date
in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for
a defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs and the unpaid principal balance of such
defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate of
6.75% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a
Prepayment in Full at the Net Mortgage Interest Rate for such Mortgage Loan from
the date of its Prepayment in Full (but in the case of a Prepayment in Full
where the Applicable Unscheduled Principal Receipt Period is the Mid-Month
Receipt Period, only if the date of the Prepayment in Full is on or after the
Determination Date in the month prior to the month of such Distribution Date and
prior to the first day of the month of such Distribution Date) through the last
day of the month prior to the month of such Distribution Date.
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class
B-6 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for such Class of Class B Certificates shall equal the difference between (i)
the amount that would have been distributed to such Class as principal in
accordance with Section 4.01(a) for such Distribution Date, calculated without
regard to such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any Class
of Class A Certificates, the Original Principal Balance of such Class. As of any
subsequent Determination Date prior to the Cross-Over Date and as to any Class
of Class A Certificates (other than the Class A-PO Certificates), the Original
Principal Balance of such Class less the sum of (a) all amounts previously
distributed in respect of such Class on prior Distribution Dates (i) pursuant to
Paragraph third clause (A) of Section 4.01(a) and (ii) as a result of a
Principal Adjustment and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Principal Balance of such Class
less the sum of (a) all amounts previously distributed in respect of the Class
A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date means the lesser of (i) the
Principal Balance of the Class A-11 Certificates and (ii) the product of (1) the
Priority Percentage, (2) the Shift Percentage, (3) the sum of the Scheduled
Principal Amount and the Unscheduled Principal Amount and (0) 00.0000000000%.
Priority Percentage: means the Principal Balance of the Class A-11
Certificates divided by the sum of the Principal Balances of the Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, Class A-11 and Class A-R Certificates.
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
S&P and DCR. The Rating Agency for the Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates is DCR. If any such agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee, the Trust Administrator and the Master Servicer.
References herein to the highest short-term rating category of a Rating Agency
shall mean D-1+ in the case of DCR and A-1+ in the case of S&P and in the case
of any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA, and in the case of any other Rating Agency shall mean its equivalent of
such rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee 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.
S&P: Standard & Poor's, or its successor in interest.
Scheduled Principal Amount: The sum for each outstanding 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
Class A Non-PO Optimal Principal Amount.
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.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
June 1998 through May 2003 ................................ 0%
June 2003 through May 2004 ................................ 30%
June 2004 through May 2005 ................................ 40%
June 2005 through May 2006 ................................ 60%
June 2006 through May 2007 ................................ 80%
June 2007 and thereafter .................................. 100%
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, Inc., First Nationwide Mortgage Co.,
First Union Mortgage Corporation, Suntrust Mortgage Inc., Banc One Mortgage
Corp., FT Mortgage Companies, Xxxxxxx Xxxxx Credit Corporation, People's Bank,
Bank of Oklahoma, N.A., The Huntington Mortgage Company, First Bank National
Association, Columbia National, Inc., Citicorp Mortgage, Inc., Great Financial
Bank, and Farmers State Bank & Trust Company of Superior, as Servicer under the
related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee, the Trust Administrator or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$8,006,307.86 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.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
Surety Bond: As defined in the MLCC Servicing Agreement.
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 and
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure and the rights of the Trustee under
the Mortgage 100sm Pledge Agreements, the Parent Power[TM] Guaranty and
Servicing Agreement for Securities Account and the Surety Bond.
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 Amount: The sum for each outstanding 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 Class A Non-PO Optimal Principal Amount.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal
to the ratio obtained by dividing the Principal Balance of such Class by the sum
of the Class A Principal Balance and the Class B Principal Balance. Each
Certificateholder of a Class will have a Voting Interest equal to the product of
the Voting Interest to which such Class is collectively entitled and the
Percentage Interest in such Class represented by such Holder's Certificates.
With respect to any provisions hereof providing for action, consent or approval
of each Class of Certificates or specified Classes of Certificates, each
Certificateholder of a Class will have a Voting Interest in such Class equal to
such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee 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 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 and each Parent Power [TM] Guaranty and Security Agreement for
Securities Account 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 Trust Administrator in a form suitable for recordation,
together with an Opinion of Counsel to the effect that recording is not required
to protect the Trustee's right, title and interest in and to the related
Mortgage Loan or, in case a court should recharacterize the sale of the Mortgage
Loans as a financing, to perfect a first priority security interest in favor of
the Trustee in the related Mortgage Loan. In the event that the Master Servicer
receives notice that recording is required to protect the right, title and
interest of the Trustee in and to any such Mortgage Loan for which recordation
of an assignment has not previously been required, the Master Servicer shall
promptly notify the Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02. Acceptance by Trust Administrator.
The Trust Administrator on behalf of the Trustee, acknowledges receipt of
the Mortgage Notes, the Mortgages, the assignments and other documents required
to be delivered on the Closing Date pursuant to Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate less any Fixed Retained Yield through the last day
of the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trust Administrator and the Substitution Principal Amount, together with (i)
interest on such Substitution Principal Amount at the applicable Net Mortgage
Interest Rate to the following Due Date of such Mortgage Loan which is being
substituted for and (ii) an amount equal to the aggregate amount of unreimbursed
Periodic Advances in respect of interest previously made by the Servicer, the
Master Servicer or the Trust Administrator with respect to such Mortgage Loan,
shall be deposited in the Certificate Account. The Monthly Payment on the
Substitute Mortgage Loan for the Due Date in the month of substitution shall not
be part of the Trust Estate. Upon receipt by the Trust Administrator of written
notification of any such deposit signed by an officer of the Seller, or the new
Owner Mortgage Loan File, as the case may be, the Trust Administrator shall
release to the Seller the related Owner Mortgage Loan File and shall execute and
deliver such instrument of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Seller legal and beneficial
ownership of such substituted or repurchased Mortgage Loan or property. It is
understood and agreed that the obligation of the Seller to substitute a new
Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a
material defect in a constituent document exists shall constitute the sole
remedy respecting such defect available to the Certificateholders, the Trust
Administrator on behalf of the Trustee and the Trustee on behalf of the
Certificateholders. The failure of the Trust Administrator to give any notice
contemplated herein within forty-five (45) days after the execution of this
Agreement shall not affect or relieve the Seller's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a Custodial Agreement substantially
in the form of Exhibit E hereto pursuant to which the Trust Administrator
appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments
and other documents related to the Mortgage Loans received by the Trust
Administrator, as agent for the Trustee in trust for the benefit of all present
and future Certificateholders, which may provide, among other things, that the
Custodian shall conduct the review of such documents required under the first
paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master Servicer and the
Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee and
the Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all
encumbrances and liens having priority over the first lien of the Mortgage
except for liens for real estate taxes and special assessments not yet due
and payable and liens or interests arising under or as a result of any
federal, state or local law, regulation or ordinance relating to hazardous
wastes or hazardous substances, and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute or
homeowners association fees; and if the Mortgaged Property consists of
shares of a cooperative housing corporation, any lien for amounts due to
the cooperative housing corporation for unpaid assessments or charges or
any lien of any assignment of rents or maintenance expenses secured by the
real property owned by the cooperative housing corporation; and any
security agreement, chattel mortgage or equivalent document related to, and
delivered to the Trust Administrator or to the Custodian with, any Mortgage
establishes in the Seller a valid and subsisting first lien on the property
described therein and the Seller has full right to sell and assign the same
to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trust Administrator or the
Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty
shall be deemed not to have been made at the time of the initial issuance
of the Certificates if a title policy affording, in substance, the same
protection afforded by this warranty is furnished to the Trust
Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law); and, to the best of the Seller's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except (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 Trustee,
the Trust Administrator 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, has executed and delivered to or upon the order of the
Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates (other
than the Class A-R Certificate) and the Classes of Class B Certificates as
classes of "regular interests" and the Class A-R Certificate as the single class
of "residual interest" in the REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing Date is hereby designated as the
"Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the REMIC is June
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 a Mortgage 100sm Pledge
Agreement or Parent Power[TM] Guaranty and Security Agreement for Securities
Account 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 the Trust
Estate to fail to qualify as a REMIC while any Certificates are outstanding. Any
amounts deposited in the Certificate Account prior to the Distribution Date
shall be invested for the account of the Master Servicer and any investment
income thereon shall be additional compensation to the Master Servicer for
services rendered under this Agreement. The amount
of any losses incurred in respect of any such investments shall be deposited in
the Certificate Account by the Master Servicer out of its own funds immediately
as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such right
to reimbursement pursuant to this subclause (i) being limited to amounts
received on or in respect of particular Mortgage Loans (including, for this
purpose, Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale, repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's Servicing
Agreement, provided such expenses are "unanticipated" within the meaning of
the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master Servicing
Fee or Servicing Fee (as adjusted pursuant to the related Servicing
Agreement) and any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on account
of interest or other recovery (including Net REO Proceeds) with respect to
a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trust Administrator.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In addition, if under the terms
of an Other Servicing Agreement, the applicable Servicer is not required to make
Periodic Advances on a Mortgage Loan or REO Mortgage Loan through the
liquidation of such Mortgage Loan or REO Mortgage Loan, the Master Servicer to
the extent provided hereby shall make the Periodic Advances thereon during the
period the Servicer is not obligated to do so. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder, including any amount the Master Servicer is
required to advance pursuant to the second sentence of this Section 3.03(a), and
(iv) whether the Master Servicer has determined that it reasonably believes that
such Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the Certificate Account
on the related Distribution Date. Notwithstanding the foregoing, neither the
Master Servicer nor the Trust Administrator will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trust
Administrator may conclusively rely for any determination to be made by it
hereunder upon the determination of the Master Servicer as set forth in its
certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trust Administrator
that such failure has occurred. Upon receipt of such certification, the Trust
Administrator shall advance such funds and take such steps as are necessary to
pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be entitled
to be reimbursed from the Certificate Account for any Periodic Advance made by
it under Section 3.03(a) to the extent described in Section 3.02(a)(i) and
(a)(ii). The Master Servicer and the Trust Administrator shall be entitled to be
reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant to
Section 3.03(b). The Master Servicer shall diligently pursue restoration of such
amount to the Certificate Account from the related Servicer. The Master Servicer
shall, to the extent it has not already done so, upon the request of the Trust
Administrator, withdraw from the Certificate Account and remit to the Trust
Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
Section 3.04. Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Certificate
Account or (ii) the Owner Mortgage Loan File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust
Administrator a certificate of the Master Servicer or such Servicer certifying
as to the name and address of the Person to which such Owner Mortgage Loan File
or such document was delivered and the purpose or purposes of such delivery.
Upon receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
Section 3.05. Reports to the Trustee and Trust Administrator; Annual
Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current FNMA monthly accounting report
for its Guaranteed Mortgage Pass-Through Program with appropriate additions and
changes, and shall also include information as to the aggregate unpaid principal
balance of all of the Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this
agreement and (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default known
to such officer and the nature and status thereof, and, (iii) (A) the Master
Servicer has received from each Servicer any financial statements, officer's
certificates, accountant's statements or other information required to be
provided to the Master Servicer pursuant to the related Servicing Agreement and
(B) to the best of such officer's knowledge, based on a review of the
information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trust Administrator to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trust Administrator.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee and the Trust Administrator such Opinion
of Counsel and an Officer's Certificate setting forth (i) the provision that is
to be modified or amended, (ii) the modification or amendment that the Master
Servicer desires to issue and (iii) the reason or reasons for such proposed
amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any amendment
or supplement to a Servicing Agreement proposed by the Master Servicer pursuant
to Section 3.07(a), which consent and amendment shall not require the consent of
any Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee and
the Trust Administrator of (i) an Opinion of Counsel to such effect or (ii)
written notification from each Rating Agency to the effect that such amendment
or supplement will not result in reduction of the current rating assigned by
that Rating Agency to the Certificates. Notwithstanding the two immediately
preceding sentences, either the Trustee or the Trust Administrator may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations 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, 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 Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase, at its option, 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; provided, however, that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased pursuant to this provision shall not
exceed 2.5% of the Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans. 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 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 a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) Norwest Mortgage
fails to make any advance, as a consequence of which the 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 attorneys' 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 A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a) On each Distribution Date, the Pool Distribution Amount will be applied
in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon their
respective Interest Accrual Amounts, in an aggregate amount up to the Class A
Interest Accrual Amount with respect to such Distribution Date;
second, to the Classes of Class A Certificates, pro rata, based upon their
respective Class A Unpaid Interest Shortfalls, in an aggregate amount up to the
Aggregate Class A Unpaid Interest Shortfall;
third, concurrently, to the Class A Certificates (other than the Class A-PO
Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount from amounts otherwise distributable (without regard to this
Paragraph fourth) first to the Class B-6 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-5 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-4 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-2 Certificates pursuant to Paragraph
tenth below, and sixth to the Class B-1 Certificates pursuant to Paragraph
seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
sixth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1
Certificates pursuant to this Paragraph seventh will be reduced by the amount,
if any, that would have been distributable to the Class B-1 Certificates
hereunder used to pay the Class A-PO Deferred Amount as provided in Paragraph
fourth above;
eighth, to the Class B-2 Certificates in an amount up to the Interest
Accrual Amount for the Class B-2 Certificates with respect to such Distribution
Date;
ninth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Paragraph tenth will be reduced by
the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the Interest
Accrual Amount for the Class B-3 Certificates with respect to such Distribution
Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Paragraph thirteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-3
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such Distribution
Date;
fifteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Paragraph sixteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-4
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the Interest
Accrual Amount for the Class B-5 Certificates with respect to such Distribution
Date;
eighteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-5 Certificates pursuant to this Paragraph nineteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-5
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the Interest
Accrual Amount for the Class B-6 Certificates with respect to such Distribution
Date;
twenty-first, to the Class B-6 Certificates in an amount up to the Class
B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the Class
B-6 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-6 Certificates pursuant to this Paragraph twenty-second will be
reduced by the amount, if any, that would have been distributable to the Class
B-6 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class
(other than the Class A-R Certificate) has been reduced to zero, such Class will
be entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(b) On each Distribution Date occurring prior to the Cross-Over Date, the
Class A Non-PO Principal Distribution Amount will be allocated among and
distributed in reduction of the Principal Balances of the Classes of Class A
Certificates (other than the Principal Balance of the Class A-PO Certificates)
concurrently as follows:
(i) 5.2136674311% to the Class A-1 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(ii) 94.7863325689% sequentially as follows:
first, to the Class A-R Certificate, until the Principal Balance thereof
has been reduced to zero;
second, to the Class A-11 Certificates up to the Class A-11 Priority Amount
for such Distribution Date;
third, concurrently, 6.8468402673% to the Class A-2 Certificates,
52.1186285947% to the Class A-3 Certificates, 23.2321698670% to the Class A-4
Certificates, 8.9484598693% to the Class A-5 Certificates and 8.8539014017% to
the Class A-6 Certificates, until the Principal Balance of the Class A-2
Certificates has been reduced to zero;
fourth, concurrently, 52.1186285947% to the Class A-3 Certificates,
23.2321698670% to the Class A-4 Certificates, 8.9484598693% to the Class A-5
Certificates, 8.8539014017% to the Class A-6 Certificates and 6.8468402673% to
the Class A-7 Certificates, until the Principal Balance of the Class A-3
Certificates has been reduced to zero;
fifth, concurrently, 23.2321698670% to the Class A-4 Certificates,
24.9849609754% to the Class A-5 Certificates, 8.8539014017% to the Class A-6
Certificates, 6.8468402673% to the Class A-7 Certificates and 36.0821274886% to
the Class A-8 Certificates, until the Principal Balances of the Class A-4, Class
A-5, Class A-7 and Class A-8 Certificates have been reduced to zero;
sixth, concurrently, 14.1893956369% to the Class A-6 Certificates and
85.8106043631% to the Class A-9 Certificates, until their respective Principal
Balances have been reduced to zero;
seventh, to the Class A-10 Certificates, until the Principal Balance
thereof has been reduced to zero; and
eighth, to the Class A-11 Certificates, without regard to the Class A-11
Priority Amount, until the Principal Balance thereof has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Classes of Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or the priorities
set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for
the purpose of applying the definition of its Class B Percentage or Class B
Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record on the preceding Record Date (other than as provided
in Section 9.01 respecting the final distribution to Certificateholders or in
the last paragraph of this Section 4.01(e) respecting the final distribution in
respect of any Class) either in immediately available funds by wire transfer to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder holds Certificates
having a Denomination at least equal to that specified in Section 11.23, and has
so notified the Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share of the
Class A Distribution Amount with respect to each Class of Class A Certificates
and the Class B Distribution Amount with respect to each such Class of Class B
Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-R Certificate) or the Principal Balance of any Class of Class B
Certificates would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the 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).
(f) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, 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) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal Balance
has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and Class A-PO Certificates, pro rata, based on the Non-PO
Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal
Balance and the Class B Principal Balance, respectively. Any such loss allocated
to the Class A Certificates shall be allocated on the subsequent Determination
Date among the outstanding Classes of Class A Certificates (other than the Class
A-PO Certificates) in accordance with the Class A Loss Percentages as of such
Determination Date. Any such loss allocated to the Class B Certificates shall be
allocated pro rata among the outstanding Classes of Class B Certificates based
on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates or
Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the
Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated between (i) the Class A
Certificates and (ii) the Class B Certificates, pro rata based on the Class A
Interest Accrual Amount and the Class B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class A Certificates shall be allocated among the
outstanding Classes of Class A Certificates based on their Class A Interest
Percentages. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer
shall cause to be deposited from funds in the Certificate Account or, to the
extent required hereunder, from its own funds (i) at or before 10:00 a.m., New
York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (a) an amount equal to the Pool
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trust
Administrator, in which case such Eligible Investments shall mature not later
than the Distribution Date), and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Payment Account by the Master Servicer out
of its own funds immediately as realized. The Paying Agent may withdraw from the
Payment Account any amount deposited in the Payment Account that was not
required to be deposited therein and may clear and terminate the Payment Account
pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trust Administrator and the Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class of Class
A Certificates allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid Interest
Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid Interest
Shortfall with respect to each Class of Class B Certificates after giving
effect to such distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to each Class of Class B Certificates for such
Distribution Date, and (e) the interest portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to each
Class of Class B Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements or
this Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the following
Determination Date after giving effect to the distributions of principal
made, and the principal portion of Realized Losses, if any, allocated with
respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other Servicers as
of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period
for the current Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage Loans
in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of Class
B Certificates has been reduced as a result of Realized Losses allocated as
of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest Shortfall
for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trust Administrator
acquires an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be made
on the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Class A-R Certificate,
integral multiples of $1,000 in excess thereof (except, if necessary, for one
Certificate of each Class (other than the Class A-R Certificate) 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-0, X-0, X-0, X-0, X-0, X-0, X-0,
X-0, X-0, X-00, X-00, A-PO, A-R, 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 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 Trust Administrator or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of [the Clearing Agency] or such other name as requested by an
authorized representative of [the Clearing Agency] and any payment is made to
[the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust
Company, the initial Clearing Agency, by, or on behalf of, the Seller. Such
Certificates shall initially be registered in the Certificate Register in the
name of the nominee of the initial Clearing Agency, and no Beneficial Owner will
receive a definitive certificate representing such Beneficial Owner's interest
in the Book-Entry Certificates, except as provided in Section 5.07. Unless and
until definitive, fully registered certificates ("Definitive Certificates") have
been issued to Beneficial Owners pursuant to Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trust Administrator at the Corporate Trust Office.
Section 5.02. Registration of Certificates.
(a) The Trust Administrator shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trust Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall act as, or shall appoint, a Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trust Administrator or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be
made within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates
proposed to be transferred, require a Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificateholder to deliver a written Opinion of Counsel acceptable to and
in form and substance satisfactory to the Trust Administrator and the Seller, to
the effect that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from said Act and laws or is
being made pursuant to said Act and laws, which Opinion of Counsel shall not be
an expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer, and (ii) the Trust Administrator shall require the transferee (other
than an affiliate of the Seller on the Closing Date) to execute an investment
letter in the form of Exhibit J hereto certifying to the Seller and the Trust
Administrator the facts surrounding such transfer, which investment letter shall
not be an expense of the Trust Administrator, the Trustee, the Seller or the
Master Servicer. The Holder of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trust Administrator, the Trustee, the Seller, the Master Servicer
and any Paying Agent acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws. Neither the Seller nor the Trust Administrator is
under an obligation to register the Class A-PO, Class B-4, Class B-5 or Class
B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class A-PO or Class B Certificate shall be made (other
than the transfer of the Class A-PO Certificates to an affiliate of the Seller
on the Closing Date) unless the Trust Administrator and the Seller shall have
received (i) a representation letter from the transferee in the form of Exhibit
J hereto, in the case of a Class A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class B-1,
Class B-2 or Class B-3 Certificate, to the effect that either (a) such
transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer or (b) with respect to the Class B Certificates
only, if such transferee is an insurance company, (A) the source of funds used
to purchase the Class B Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class B Certificates are
covered by Sections I and III of PTE 95-60 or (ii) in the case of any such Class
A-PO or Class B Certificate presented for registration in the name of a Plan, or
a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust
Administrator and the Seller to the effect that the purchase or holding of such
Class A-PO or Class B Certificate will not result in the assets of the Trust
Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trust Administrator, the Trustee,
the Seller or the Master Servicer. The Class A-PO and Class B Certificates shall
bear a legend referring to the foregoing restrictions contained in this
paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class A-R Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Trust Administrator with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trust Administrator shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class A-R Certificate, unless the transferor shall have provided to the
Trust Administrator an affidavit, substantially in the form attached as Exhibit
H hereto, signed by the transferee, to the effect that the transferee is not
such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R Certificate to
disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign
Holders. Such affidavit shall also contain the statement of the transferee that
(i) the transferee has historically paid its debts as they have come due and
intends to do so in the future, (ii) the transferee understands that it may
incur liabilities in excess of cash flows generated by the residual interest,
(iii) the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of the Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R Certificate or such agent (within 60 days of the
request therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trust Administrator
or the Authenticating Agent, or the Trust Administrator or the Authenticating
Agent receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class. Upon the issuance of any new Certificate under
this Section, the Trust Administrator or the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expense (including the
fees and expenses of the Trust Administrator or the Authenticating Agent) in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership
in the Trust Estate, as if originally issued, whether or not the lost, stolen,
or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar, the Trust
Administrator and the Trustee that neither the Seller, the Master Servicer, the
Certificate Registrar, the Trust Administrator nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names,
addresses and Percentage Interests of the Certificateholders hereunder,
regardless of the source from which such information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trust Administrator
initially designates the Corporate Trust Office and the principal corporate
trust office of the Authenticating Agent, if any, as its offices and agencies
for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in writing
that the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency 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, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
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, the 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 trusts 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 Trust Administrator may, but
need not if the Trustee or 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 Trust Administrator.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
and the Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator, and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and the Trust Administrator, and conforming to the requirements of
this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate
not less than 25% of the Voting Interest represented by all Certificates
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee and the Trust Administrator, or exercising
any trust or power conferred upon the Trustee and the Trust Administrator
under this Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for
any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee and the Trust
Administrator.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may 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;
(ii) Each of the Trustee and the Trust Administrator may consult with
counsel, and 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; and
(iv) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
Section 8.03. Neither Trustee nor Trust Administrator Required to Make
Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order,
appraisal, bond, Mortgage, Mortgage Note or other paper or document (provided
the same appears regular on its face), unless requested in writing to do so by
holders of Certificates evidencing in the aggregate not less than 51% of the
Voting Interest represented by all Certificates; provided, however, that if the
payment within a reasonable time to the Trustee or the Trust Administrator of
the costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee or the Trust Administrator,
not reasonably assured to the Trustee or the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Trust
Administrator may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Master Servicer or, if paid by the Trustee or
the Trust Administrator, shall be repaid by the Master Servicer upon demand.
Section 8.04. Neither Trustee nor Trust Administrator
Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
Section 8.05. Trustee and Trust Administrator May Own Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent.
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. Upon receiving such notice of resignation,
the Master Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning entity and one copy to its successor. If no successor trustee shall
have been appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee 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 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 the REMIC to federal, state or local tax or cause the REMIC to not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee 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 a REMIC; or (ii) cause the imposition of any federal, state
or local income, prohibited transaction, contribution or other tax on either the
REMIC or the Trust Estate. The Master Servicer, or, in the case of any 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 using a calendar year as the
taxable year for the REMIC and the accrual method of accounting; (ii) in the
first such federal tax return, make, or cause to be made, elections satisfying
the requirements of the REMIC Provisions, on behalf of the Trust Estate, to
treat the Trust Estate as a REMIC; (iii) prepare, execute and forward, or cause
to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the REMIC, as and
when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the 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 REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the
REMIC within the meaning of Code Section 860D(a)(2) other than the interests
represented by the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-PO and
Class A-R Certificates and the Class X-x, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee and the Trust Administrator that such occurrence would not (a)
result in a taxable gain, (b) otherwise subject either the Trust Estate or the
REMIC to tax or (c) cause the Trust Estate to fail to qualify as a REMIC; (ix)
exercise reasonable care not to allow the REMIC to receive income from the
performance of services or from assets not permitted under the REMIC Provisions
to be held by a REMIC; (x) pay (on behalf of the REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the REMIC when and as
the same shall be due and payable (but such obligation shall not prevent the
Master Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the REMIC within the meaning of
Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
designated as agent of the Class A-R Certificateholder for such purpose (or if
the Master Servicer is not so permitted, the Holder of the Class A-R Certificate
shall be tax matters person in accordance with the REMIC Provisions). The Master
Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for any
taxes paid by it pursuant to clause (x) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the tax returns referred to in
clause (i) of the second preceding sentence.
In order to enable the Master Servicer, 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 REMIC as described above. In the event that the Trust Administrator prepares
any of the federal, state and local tax returns of the 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 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may
surrender their Certificates to the Trust Administrator for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Estate) or by
the Trust Administrator (in any other case) by letter to Certificateholders
mailed not earlier than the 15th day of the month preceding the month of such
final distribution and not later than the twentieth day of the month of such
final distribution specifying (A) the Final Distribution Date upon which final
payment of the Certificates will be made upon presentation and surrender of
Certificates at the office or agency of the Trust Administrator therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trust Administrator therein
specified. If the Master Servicer is obligated to give notice to
Certificateholders as aforesaid, it shall give such notice to the Trust
Administrator and the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given by the Master Servicer,
the Master Servicer shall deposit in the Certificate Account on or before the
Final Distribution Date in immediately available funds an amount equal to the
purchase price for the assets of the Trust Estate computed as above provided.
Failure to give notice of termination as described herein shall not entitle a
Certificateholder to any interest beyond the interest payable on the Final
Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the 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 the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier, the
date on which the first such notice is mailed to Certificateholders). The
Master Servicer shall also specify such date in a statement attached to the
final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the 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 a REMIC
at all times that any Certificates are outstanding or to avoid or minimize the
risk of the imposition of any federal tax on the Trust Estate or the REMIC
pursuant to the Code that would be a claim against the Trust Estate, provided
that (a) the Trustee 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 Certificate Account
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Trust Estate or the REMIC or any of the Certificateholders will be subject to a
tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, 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 the REMIC to tax or cause the Trust
Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the 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:
(a) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with respect
to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for all
Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trust Administrator.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and
the Trust Administrator, that no one or more Holders of Certificates shall have
any right in any manner whatever by virtue or by availing of any provision of
this Agreement to affect, disturb or prejudice the rights of the Holders of any
other of such Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trust Administrator shall be
entitled to such relief as can be given either at law or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 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. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.75% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is May 1, 1998.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $800,630,786.08.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.89686220%
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 each such Class as of the Cut-Off Date is as follows:
Original
Class Principal Balance
Class A-1 $ 40,000,000.00
Class A-2 $ 25,000,000.00
Class A-3 $ 260,000,000.00
Class A-4 $ 120,880,000.00
Class A-5 $ 50,000,000.00
Class A-6 $ 60,000,000.00
Class A-7 $ 10,625,000.00
Class A-8 $ 7,740,000.00
Class A-9 $ 84,254,000.00
Class A-10 $ 32,915,160.00
Class A-11 $ 75,800,000.00
Class A-PO $ 589,739.45
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $767,214,260.00.
Section 11.07. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.10313780%.
Section 11.08. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.60129284%.
Section 11.09. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.30093325%.
Section 11.10. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.45035189%.
Section 11.11. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30010960%.
Section 11.12. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.20023973%.
Section 11.13. Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.25021049%.
Section 11.14. Original Class B Principal Balance.
The Original Class B Principal Balance is $32,826,786.63.
Section 11.15. Original Principal Balances of the Classes of Class B
Certificates.
As to the following Classes of Class B Certificates, the Principal Balance
of each such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
Class B-1 $ 12,811,000.00
Class B-2 $ 10,408,000.00
Class B-3 $ 3,603,000.00
Class B-4 $ 2,401,000.00
Class B-5 $ 1,602,000.00
Class B-6 $ 2,001,786.63
Section 11.16. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.50184496%.
Section 11.17. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.20091171%.
Section 11.18. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.75055981%.
Section 11.19. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.45045021%.
Section 11.20. Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.25021049%.
Section 11.21. Closing Date.
The Closing Date is May 28, 1998.
Section 11.22. Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $80,063,078.61 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23. Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class A-R
Certificates) and the Class B Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is $500,000. The Class A-R
Certificate is not eligible for wire transfer.
Section 11.24. Single Certificate.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-R Certificate) and each Class of the Class B Certificates (other than
the Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000
Denomination. A Single Certificate for the Class A-R Certificate represents a
$100 Denomination. A Single Certificate for the Class B-4, Class B-5 and Class
B-6 Certificates represents a $250,000 Denomination.
Section 11.25. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal such rate as is set
forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
Name:
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:
By:
Name:
Title:
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of May, 1998, before me, a notary public in and for the
State of New York, personally Xxxx XxXxxxxx, known to me who, being by me duly
sworn, did depose and say that he resides at McLean, Virginia; that he is an
Assistant Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of May, 1998, before me, a notary public in and for the
State of New York, personally appeared Xxxxxx X. Xxxxx, Xx., known to me who,
being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he 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 he signed his name thereto by order of the
Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of May, 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 s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of May, 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 Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1998-12
Applicable Unscheduled Principal Receipt Period
Partial
Full Unscheduled Unscheduled
Servicer Principal Receipts Principal Receipts
------------------------------------------------- ------------------ ------------------
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid Month Mid Month
First Nationwide Mortgage, Co. Mid Month Prior Month
The Huntington Mortgage Company Prior Month Prior Month
First Bank National Association Prior Month Prior Month
FT Mortgage Companies Mid Month Prior Month
Suntrust Mortgage Inc. Prior Month Prior Month
First Union Mortgage Corporation Prior Month Prior Month
Banc One Mortgage Corp. Mid Month Prior Month
Xxxxxxx Xxxxx Credit Corp. Mid Month Prior Month
Farmers State Bank & Trust Company of Superior Mid Month Prior Month
People's Bank Mid Month Prior Month
Columbia National, Inc. Mid Month Prior Month
Great Financial Bank Mid Month Prior Month
Citicorp Mortgage, Inc. Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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.
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-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-7 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-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 is issued on May 28, 1998, and based on its issue price of
98.69375%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 1.36250000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.04%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01450686%.
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-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-8 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the 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-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-9 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
This Certificate is issued on May 28, 1998, and based on its issue price of
97.03750%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.01875000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.18%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01596132%.
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-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-10 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
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-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-11 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of the Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
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-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be
required to execute an investment letter in the form described in the Agreement
and (ii) if such transfer is to be made within three years from the later of (a)
the date of initial issuance of the Certificates or (b) the last date on which
the Seller or any affiliate thereof was a Holder of the Certificates proposed to
be transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the 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 is issued on May 28, 1998, at an issue price of 62.86881%
and a stated redemption price at maturity equal to its initial principal
balance, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated May 20, 1998 with respect to the offering of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 37.13119000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.87%; and (iii) the amount of
OID allocable to the short first accrual period (May 28, 1998 to June 25, 1998)
as a percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.41810390%.
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-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: June 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 A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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 PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 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 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class 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 PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 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 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class 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 is issued on May 28, 1998, and based on its issue price of
97.44375%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 2.61250000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.11%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01347061%.
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 PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of May 28, 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 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 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class 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 is issued on May 28, 1998, and based on its issue price of
96.81875%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.23750000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.20%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01659756%.
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 PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 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 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1998, and based on its issue price of
90.26125%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 9.79500000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.19%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.04791016%.
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 PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1998, and based on its issue price of
71.04924%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 29.00701200%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.80%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.12196491%.
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 PASS-THROUGH CERTIFICATE
SERIES 1998-12, CLASS B-6
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 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 a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of May 28, 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 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 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on May 28, 1998, and based on its issue price of
32.50625%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-R, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 67.55000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 27.28%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.15801976%.
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 1998-12 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-12
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trust Administrator,
such advances are reimbursable to such Servicer, the Master Servicer or the
Trust Administrator to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trust Administrator, as applicable, of advances made by such Servicer, the
Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trust Administrator, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee and
the Certificate Registrar, and any agent of the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trust Administrator on the Final Distribution Date pursuant
to the Agreement following the earlier of (i) the payment or other liquidation
(or advance with respect thereto) of the last Mortgage Loan subject thereto or
the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including
postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class, to the above named
assignee and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
Dated:
-----------------------------------
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 ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H 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 May 28, 1998 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1998-12 (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 ASSET SECURITIES
CORPORATION
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 Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for
the State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for
the State of __________, personally appeared __________ __________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Xxxxxxxxx, Xxxxxxxx]
XXXXXX
XXX / 0000-00 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
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
------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
6281742 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,364.87 360 1-Mar-28 $341,877.32
6286317 XXXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,454.97 360 1-Mar-28 $368,393.30
6293084 XXXXXXXXXX XX 00000 PUD 6.750 6.483 $1,768.68 360 1-Mar-28 $272,221.10
6306658 XXXXXX XX 00000 SFD 6.875 6.608 $2,439.18 360 1-Feb-28 $370,358.81
6313392 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,760.28 360 1-Mar-28 $398,798.74
6336095 XXXXX XXXXXX XXXX XX 00000 SFD 7.625 6.750 $5,945.47 360 1-Apr-28 $839,347.08
6340065 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,447.25 360 1-Feb-28 $349,215.87
6345152 PRIOR XXXX XX 00000 SFD 7.375 6.750 $2,417.36 360 1-Apr-28 $349,733.68
6346189 XXXXXX XX 00000 SFD 7.750 6.750 $2,482.37 360 1-Mar-28 $346,009.30
6355400 XXXXXX XX 00000 SFD 7.500 6.750 $4,195.29 360 1-Feb-28 $598,655.77
6360199 XXXXXXXXX XX 00000 LCO 7.250 6.750 $2,387.62 360 1-Apr-28 $349,726.96
6377322 XXXXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,817.87 360 1-Mar-28 $407,263.01
6379020 XXXXX XXXX XX 00000 SFD 7.750 6.750 $3,049.05 360 1-Apr-28 $425,299.62
6393505 XXXXXXX XX 00000 SFD 7.500 6.750 $2,283.98 360 1-Feb-28 $325,918.19
6415609 XXXXXXX XX 00000 SFD 7.750 6.750 $2,256.70 360 1-Sep-27 $313,180.67
6422155 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,326.22 360 1-Feb-28 $340,197.13
6422981 XXX XXXXX XX 00000 SFD 7.500 6.750 $1,879.49 360 1-Mar-28 $268,399.77
6426476 XXX XXXXX XX 00000 SFD 7.375 6.750 $2,762.70 360 1-Mar-28 $399,389.39
6435639 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $3,784.90 360 1-Mar-28 $547,163.47
6595548 XXXXXXX XX 00000 SFD 7.875 6.750 $1,703.91 360 1-Feb-28 $234,511.65
6623720 XXXXXXXXX XXXX XX 00000 SFD 7.750 6.750 $1,995.21 360 1-Feb-28 $277,906.50
6632093 CREDIT XXXXX XXX XX 00000 SFD 7.500 6.750 $2,235.39 360 1-Mar-28 $319,223.99
6650837 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,170.73 360 1-Mar-28 $302,570.90
6655685 XXXXXXXX XX 00000 SFD 7.375 6.750 $1,933.89 360 1-Feb-28 $279,356.89
6656209 XXXXXXX XX 00000 LCO 7.500 6.750 $1,859.91 360 1-Feb-28 $265,330.64
6657492 XXXXXXX XX 00000 SFD 7.375 6.750 $3,453.38 360 1-Mar-28 $498,934.89
6661322 XXXXXXX XX 00000 SFD 7.375 6.750 $2,328.96 360 1-Mar-28 $336,685.25
6666111 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,162.50 360 1-Apr-28 $316,752.71
6666638 XXXXXXX XX 00000 SFD 7.625 6.750 $2,173.64 360 1-Mar-28 $306,593.02
6671148 XXXXXXX XXXXXXX XX 00000 SFD 7.875 6.750 $2,044.70 360 1-Feb-28 $281,413.95
6671878 XXXXXX XX 00000 PUD 7.250 6.750 $2,189.79 360 1-Apr-28 $320,749.59
6675309 XXXXXX XX 00000 SFD 7.375 6.750 $1,958.07 360 1-May-28 $283,500.00
6676743 XXXXXXXX XX 00000 PUD 7.125 6.750 $2,189.59 360 1-Mar-28 $324,478.65
6677211 XXXXX XX 00000 SFD 7.625 6.750 $1,915.29 360 1-Mar-28 $270,207.05
6679430 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,230.88 360 1-Apr-28 $322,754.22
6680231 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $4,004.74 360 1-Apr-28 $558,605.47
6680800 XXXXXXX XX 00000 SFD 7.500 6.750 $2,272.45 360 1-Apr-28 $324,758.80
6681438 XXXXXXXX XX 00000 SFD 7.875 6.750 $2,102.70 360 1-Apr-28 $289,800.43
6684533 XXXXXXXX XX 00000 SFD 7.125 6.750 $1,701.14 360 1-Apr-28 $252,097.23
6684680 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,384.20 360 1-Feb-28 $482,915.66
6685873 XXXXXXXXX XX 00000 SFD 7.375 6.750 $1,685.25 360 1-Apr-28 $243,814.33
6691211 XXXX XXXX XX 00000 SFD 7.125 6.750 $2,425.39 360 1-Mar-28 $359,422.51
6692283 XXXXXX XXX XX 00000 SFD 7.500 6.750 $1,737.55 360 1-Mar-28 $248,067.16
6697311 PRIOR XXXX XX 00000 SFD 7.625 6.750 $1,911.04 360 1-Feb-28 $268,524.65
6698946 XXXXX XX 00000 SFD 7.375 6.750 $2,112.78 360 1-Apr-28 $305,667.23
6705716 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,929.84 360 1-May-28 $276,000.00
6707621 XXXXXXX XX 00000 SFD 7.625 6.750 $2,017.21 360 1-Apr-28 $284,793.73
6709181 XXXXXXX XX 00000 LCO 7.375 6.750 $1,760.53 360 1-Mar-28 $254,510.89
6711096 WOOD XXXX XX 00000 SFD 7.625 6.750 $2,704.13 360 1-Mar-28 $381,495.20
6719329 XXXXXXX XX 00000 SFD 7.625 6.750 $3,807.93 360 1-Apr-28 $537,610.61
6719729 XXXXX XX 00000 SFD 7.875 6.750 $1,892.43 360 1-Apr-28 $260,820.38
6726099 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,493.05 360 1-Apr-28 $356,285.39
6726760 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $1,957.69 360 1-Apr-28 $269,814.19
6727808 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $2,919.37 360 1-Mar-28 $427,280.30
6734885 XXXXXXXX XX 00000 SFD 7.875 6.750 $3,119.97 240 1-Apr-18 $375,850.81
6736792 XXXXXXXX XX 00000 SFD 7.375 6.750 $3,045.88 360 1-Mar-28 $440,326.80
6741960 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,713.08 360 1-Apr-28 $244,818.17
6746619 XXXX XXXXXXX XX 00000 SFD 7.875 6.750 $1,834.43 360 1-Apr-28 $252,825.88
6750918 XXXXXX XX 00000 SFD 7.375 6.750 $2,047.85 360 1-Apr-28 $296,274.39
6753666 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
6755015 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,601.55 360 1-Apr-28 $228,880.01
6755026 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $1,673.93 360 1-Apr-28 $236,328.83
6756513 PRIOR XXXX XX 00000 SFD 7.250 6.750 $2,222.53 360 1-Apr-28 $325,545.85
6762478 XX XXXXXX XX 00000 SFD 7.000 6.733 $1,536.85 360 1-Mar-28 $230,456.09
6762857 XXXX XXXXXXX XX 00000 SFD 7.125 6.750 $1,778.62 360 1-Mar-28 $263,576.51
6764829 XXXXXXX XX 00000 MF2 7.500 6.750 $2,304.61 360 1-Apr-28 $329,355.39
6766627 XXXX XXXXX XX 00000 SFD 7.375 6.750 $2,431.18 360 1-Apr-28 $351,732.15
6766900 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,085.84 360 1-Apr-28 $301,770.20
6769275 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,429.07 360 1-Apr-28 $347,142.18
6775318 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $1,661.73 360 1-Apr-28 $246,452.75
6783396 XXXXX XXXX XX 00000 SFD 7.500 6.750 $1,678.12 360 1-Apr-28 $239,821.88
6788391 XXXXXX XX 00000 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,804.98
6788928 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,480.11 360 1-Apr-28 $350,146.39
6789826 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,125.61 360 1-May-28 $304,000.00
6790529 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,915.85 360 1-Apr-28 $273,796.65
6795054 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $1,827.18 360 1-Apr-28 $251,826.57
0000000 XXXX XXXX XXXX XX 00000 SFD 7.250 6.750 $2,146.13 360 1-May-28 $314,600.00
6797828 XXXXXXXXX XX 00000 SFD 7.375 6.750 $1,850.32 360 1-Apr-28 $267,696.15
6801221 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,607.03 360 1-May-28 $363,900.00
6801247 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,195.41 360 1-Apr-28 $456,660.84
6803136 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,328.38 360 1-May-28 $333,000.00
6806263 XXXXXX XX 00000 SFD 7.875 6.750 $2,199.04 300 1-Apr-23 $287,690.96
6809726 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,817.96 360 1-Apr-28 $259,807.04
6813775 XXXXX XXX XX 00000 SFD 7.250 6.750 $4,195.38 360 1-May-28 $615,000.00
6818210 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $3,224.78 360 1-Apr-28 $460,857.72
0000000 XX XXXXXXX XX 00000 PUD 7.500 6.750 $2,394.11 360 1-May-28 $342,400.00
6820300 XXXX XX 00000 SFD 7.625 6.750 $1,703.66 360 1-Apr-28 $240,525.79
6820696 XXXXXXX XX 00000 SFD 7.250 6.750 $1,637.22 360 1-Apr-28 $239,812.78
6823885 XXXXX XXXX XX 00000 SFD 7.750 6.750 $3,703.14 360 1-Apr-28 $516,535.17
6832705 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,685.25 360 1-May-28 $244,000.00
6839134 XXXXXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $3,300.29 360 1-May-28 $472,000.00
6847191 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $3,538.97 360 1-May-28 $500,000.00
6850264 XXXX XX 00000 SFD 7.875 6.750 $2,039.26 360 1-May-28 $281,250.00
6861091 XXXX XXXXXXX XX 00000 SFD 7.750 6.750 $2,120.59 360 1-May-28 $296,000.00
6862952 XXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $1,713.97 360 1-May-28 $251,250.00
6999448 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,432.94 360 1-Nov-27 $338,138.44
6999559 XXXXX XX 00000 PUD 7.500 6.750 $2,622.05 360 1-Jan-28 $373,876.32
6999570 XXXXXX XX 00000 SFD 7.625 6.750 $2,654.23 360 1-Mar-28 $374,455.44
6999579 XXXXXXXX XX 00000 LCO 7.500 6.750 $1,666.37 360 1-Mar-28 $237,965.15
6999593 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,559.38 360 1-Mar-28 $361,074.91
6999594 XXXXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $3,461.11 360 1-Dec-27 $493,140.09
6999598 XXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $2,831.17 360 1-Mar-28 $399,419.16
6999599 XXXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $1,601.20 360 1-Feb-28 $228,486.96
6999600 XXXXX XXXXXXXX XX 00000 SFD 7.750 6.750 $1,843.33 360 1-Feb-28 $256,751.68
6999604 XX XXXXX XX 00000 SFD 7.625 6.750 $3,715.92 360 1-Apr-28 $524,620.02
6999605 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $1,912.82 360 1-Apr-28 $280,181.26
6999606 XXXXXX XXXX XX 00000 SFD 7.375 6.750 $4,489.35 360 1-Feb-28 $648,502.09
6999609 XXXXXXX XX 00000 SFD 8.000 6.750 $2,885.93 360 1-Mar-28 $391,969.10
6999612 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,496.07 360 1-Apr-28 $499,628.93
$37,526,109.07
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ --- ------- ---- --- ---- --- -----
6281742 79.08 0.250 0.017 0.358
6286317 90.00 17 0.250 0.017 0.000
6293084 73.17 0.250 0.017 0.000
6306658 79.99 0.250 0.017 0.000
6313392 79.93 0.250 0.017 0.358
6336095 80.00 0.250 0.017 0.608
6340065 54.26 0.250 0.017 0.483
6345152 58.33 0.250 0.017 0.358
6346189 90.00 33 0.250 0.017 0.733
6355400 73.17 0.250 0.017 0.483
6360199 54.99 0.250 0.017 0.233
6377322 80.00 0.250 0.017 0.358
6379020 80.00 0.250 0.017 0.733
6393505 79.67 0.250 0.017 0.483
6415609 90.00 33 0.250 0.017 0.733
6422155 80.24 0.250 0.017 0.233
6422981 80.00 0.250 0.017 0.483
6426476 45.45 0.250 0.017 0.358
6435639 80.00 0.250 0.017 0.358
6595548 85.45 01 0.250 0.017 0.858
6623720 69.63 0.250 0.017 0.733
6632093 92.67 06 0.250 0.017 0.483
6650837 52.24 0.250 0.017 0.733
6655685 69.14 0.250 0.017 0.358
6656209 85.60 01 0.250 0.017 0.483
6657492 78.74 0.250 0.017 0.358
6661322 78.42 0.250 0.017 0.358
6666111 70.44 0.250 0.017 0.233
6666638 74.00 0.250 0.017 0.608
6671148 74.21 0.250 0.017 0.858
6671878 83.16 0.250 0.017 0.233
6675309 90.00 06 0.250 0.017 0.358
6676743 68.91 0.250 0.017 0.108
6677211 79.12 0.250 0.017 0.608
6679430 67.29 0.250 0.017 0.358
6680231 71.39 0.250 0.017 0.733
6680800 74.71 0.250 0.017 0.483
6681438 72.50 0.250 0.017 0.858
6684533 68.61 0.250 0.017 0.108
6684680 80.00 0.250 0.017 0.483
6685873 80.00 0.250 0.017 0.358
6691211 68.57 0.250 0.017 0.108
6692283 71.41 0.250 0.017 0.483
6697311 40.18 0.250 0.017 0.608
6698946 90.00 13 0.250 0.017 0.358
6705716 60.00 0.250 0.017 0.483
6707621 75.00 0.250 0.017 0.608
6709181 71.80 0.250 0.017 0.358
6711096 90.00 24 0.250 0.017 0.608
6719329 71.35 0.250 0.017 0.608
6719729 75.00 0.250 0.017 0.858
6726099 75.00 0.250 0.017 0.483
6726760 68.18 0.250 0.017 0.858
6727808 59.85 0.250 0.017 0.233
6734885 62.33 0.250 0.017 0.858
6736792 72.30 0.250 0.017 0.358
6741960 79.03 0.250 0.017 0.483
6746619 79.56 0.250 0.017 0.858
6750918 74.78 0.250 0.017 0.358
6753666 75.00 0.250 0.017 0.483
6755015 84.98 06 0.250 0.017 0.483
6755026 78.83 0.250 0.017 0.608
6756513 90.00 13 0.250 0.017 0.233
6762478 70.21 0.250 0.017 0.000
6762857 80.00 0.250 0.017 0.108
6764829 80.00 0.250 0.017 0.483
6766627 80.00 0.250 0.017 0.358
6766900 46.32 0.250 0.017 0.358
6769275 73.14 0.250 0.017 0.483
6775318 79.56 0.250 0.017 0.108
6783396 75.00 0.250 0.017 0.483
6788391 79.37 0.250 0.017 0.233
6788928 79.64 0.250 0.017 0.608
6789826 80.00 0.250 0.017 0.483
6790529 85.09 24 0.250 0.017 0.483
6795054 80.00 0.250 0.017 0.858
6797727 68.69 0.250 0.017 0.233
6797828 95.00 17 0.250 0.017 0.358
6801221 77.92 0.250 0.017 0.733
6801247 79.90 0.250 0.017 0.483
6803136 86.95 06 0.250 0.017 0.483
6806263 80.00 0.250 0.017 0.858
6809726 62.50 0.250 0.017 0.483
6813775 51.25 0.250 0.017 0.233
6818210 76.87 0.250 0.017 0.483
6820097 80.00 0.250 0.017 0.483
6820300 79.47 0.250 0.017 0.608
6820696 79.73 0.250 0.017 0.233
6823885 60.00 0.250 0.017 0.733
6832705 79.22 0.250 0.017 0.358
6839134 80.00 0.250 0.017 0.483
6847191 55.56 0.250 0.017 0.608
6850264 75.00 0.250 0.017 0.858
6861091 80.00 0.250 0.017 0.733
6862952 75.00 0.250 0.017 0.233
6999448 80.00 0.250 0.017 0.733
6999559 57.69 0.250 0.017 0.483
6999570 74.26 0.250 0.017 0.608
6999579 80.00 0.250 0.017 0.483
6999593 78.43 0.250 0.017 0.608
6999594 58.93 0.250 0.017 0.483
6999598 80.00 0.250 0.017 0.608
6999599 88.62 06 0.250 0.017 0.483
6999600 88.12 33 0.250 0.017 0.733
6999604 63.87 0.250 0.017 0.608
6999605 89.87 12 0.250 0.017 0.233
6999606 79.95 0.250 0.017 0.358
6999609 89.39 13 0.250 0.017 0.983
6999612 52.63 0.250 0.017 0.483
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Xxxxxxxxx, Xxxxxxxx]
XXXXXX
XXX / 0000-00 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
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
------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
4573146 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,300.33 360 1-Apr-28 $324,764.77
4590362 XXXXXXXXX XX 00000 SFD 7.500 6.750 $4,544.90 360 1-Apr-28 $649,517.60
4606656 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $1,824.95 360 1-Apr-28 $260,806.30
4620081 XXXXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,923.90 240 1-Apr-18 $233,939.61
4624494 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $1,841.20 360 1-Mar-28 $266,173.06
4646282 XXXXXXXXXX XXXXX XX 00000 SFD 8.250 6.750 $2,431.85 360 1-Apr-28 $323,493.59
4650365 BELLE XXXX XX 00000 SFD 7.125 6.750 $1,886.42 360 1-Mar-28 $279,550.83
4659282 XXXXX XXXXX XX 00000 SFD 7.450 6.750 $1,941.27 360 1-Oct-27 $277,508.44
4659737 XXXX XXXXXXXX XX 00000 SFD 7.900 6.750 $561.10 360 1-Oct-27 $76,822.56
4663119 XXXXXXX XX 00000 SFD 7.375 6.750 $1,239.07 360 1-Apr-28 $179,263.50
4665330 XXXXXXXX XX 00000 SFD 8.000 6.750 $660.39 360 1-Oct-27 $89,508.72
4665335 XXXXXXXXX XXXXXXXX XX 00000 SFD 6.875 6.608 $3,153.26 360 1-May-28 $480,000.00
4665859 XXXXXXX XX 00000 SFD 7.750 6.750 $1,643.45 360 1-Mar-28 $229,075.14
4669195 XXXXXXXXX XX 00000 SFD 7.500 6.750 $5,908.36 360 1-Mar-28 $843,741.86
4669860 XXXXXXX XX 00000 SFD 8.000 6.750 $2,476.46 360 1-Apr-28 $337,273.54
4670258 XXXXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $1,847.84 360 1-Dec-27 $253,961.48
4670638 XXXXX XX 00000 SFD 7.875 6.750 $2,211.47 360 1-Feb-28 $304,366.13
4671800 WATCHUNG XXXXXXX XX 00000 SFD 7.375 6.750 $3,108.04 360 1-Apr-28 $449,657.59
4676139 NEW XXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,477.28 360 1-Mar-28 $349,305.14
4678659 XXXXXX XX 00000 SFD 7.250 6.750 $2,002.54 360 1-Apr-28 $293,320.99
4678768 XXXXXXX XX 00000 SFD 7.625 6.750 $1,925.20 360 1-Jan-28 $271,204.99
4679413 XXXXX XX 00000 SFD 7.375 6.750 $2,006.07 360 1-May-28 $290,450.00
4679662 XXXXXXX XX 00000 SFD 6.875 6.608 $2,627.72 360 1-May-28 $400,000.00
4680602 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,635.92 360 1-May-28 $520,000.00
4682687 XXXXXX XX 00000 SFD 7.750 6.750 $1,846.92 360 1-Jan-28 $257,065.07
4684605 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,053.36 360 1-Mar-28 $298,528.94
4684851 XXXX XX 00000 SFD 7.375 6.750 $2,118.61 240 1-Apr-18 $265,013.11
4686639 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,476.27 360 1-Mar-28 $353,622.69
4688725 XXXXXXX XX 00000 SFD 7.625 6.750 $3,538.97 360 1-Apr-28 $499,638.11
4688766 XXXXXX XX 00000 SFD 7.250 6.750 $1,773.66 360 1-May-28 $260,000.00
4689332 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,344.85 360 1-May-28 $339,500.00
4689664 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,537.70 360 1-Feb-28 $371,124.12
4689727 XXXXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $1,840.27 360 1-May-28 $260,000.00
4689748 PALOS XXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $6,906.75 360 1-Mar-28 $998,473.49
4690296 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $3,187.47 360 1-Feb-28 $460,440.00
4690826 XXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,580.15 360 1-Dec-27 $222,431.75
4691273 XXXXXXXX XX 00000 SFD 7.750 6.750 $1,752.35 360 1-May-28 $244,600.00
4691775 XXXXX XXXX XX 00000 SFD 7.375 6.750 $1,036.02 360 1-May-28 $150,000.00
4691996 XXXX XXXXXXX XX 00000 SFD 7.750 6.750 $2,385.65 360 1-Mar-28 $332,528.43
4692189 XXXXXX XXXXXXX XX 00000 SFD 7.000 6.733 $1,703.18 360 1-Apr-28 $255,790.15
4692220 XXXX XXXXXXXXXX XX 00000 SFD 7.875 6.750 $2,075.15 360 1-Apr-28 $286,003.04
4692575 XXX XXXXX XX 00000 SFD 7.625 6.750 $1,762.41 360 1-Jan-28 $248,272.21
4694249 XXXXXX XX 00000 SFD 8.250 6.750 $2,246.67 360 1-Apr-28 $298,859.30
4694295 XXXXXXX XX 00000 SFD 7.375 6.750 $1,933.89 360 1-Apr-28 $279,786.94
4694789 XXXXX XXXX XX 00000 SFD 7.500 6.750 $2,462.64 360 1-May-28 $352,200.00
4694794 XXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $3,892.87 360 1-Apr-28 $549,601.92
4694864 XXXXXX XX 00000 SFD 7.125 6.750 $2,526.44 360 1-Apr-28 $374,700.12
4694993 XXXXX XXXX XX 00000 SFD 7.650 6.750 $2,202.34 360 1-Dec-27 $309,267.95
4695285 XXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,076.67 360 1-Apr-28 $296,779.58
4695319 XXX XXXX XX 00000 SFD 7.900 6.750 $2,253.10 360 1-Nov-27 $308,705.25
4695439 XXXXXX XXXXX XXXXXXX XX 00000 SFD 8.500 6.750 $1,899.22 360 1-Apr-28 $246,850.36
4695475 XXXXXXXX XX 00000 SFD 7.375 6.750 $4,316.72 360 1-Apr-28 $624,524.43
4695533 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,110.02 360 1-Apr-28 $305,267.53
4696038 XXXXX XXXXX XX 00000 LCO 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
4696397 XXXXX XX 00000 SFD 7.625 6.750 $2,936.64 360 1-Apr-28 $414,599.70
4696551 XXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $2,321.18 360 1-May-28 $324,000.00
4696593 BEND OR 97701 SFD 7.625 6.750 $1,778.34 360 1-Apr-28 $251,068.14
4696796 XXXXXX XX 00000 SFD 7.625 6.750 $1,528.84 360 1-Mar-28 $215,686.33
4696899 OSSINING NY 10562 SFD 7.125 6.750 $2,155.90 360 1-Mar-28 $319,486.68
4697133 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,431.18 360 1-Mar-28 $351,462.66
4697490 XXXXXXX XX 00000 SFD 7.250 6.750 $2,344.99 360 1-Mar-28 $343,212.04
4697613 XXXXXX XX 00000 SFD 7.250 6.750 $2,073.27 360 1-Apr-28 $303,682.91
4698032 XXXXXXX XX 00000 SFD 7.375 6.750 $2,804.14 360 1-Mar-28 $405,380.23
4698086 XXXXXXX XX 00000 SFD 7.375 6.750 $1,980.17 360 1-Feb-28 $286,041.50
4698093 XXXXXX XX 00000 SFD 7.000 6.733 $1,783.02 360 1-May-28 $268,000.00
4698231 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $6,897.75 360 1-Mar-28 $985,031.17
4698302 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,672.23 360 1-Apr-28 $411,645.27
4698382 XXXXXXXXXX XXX. XX 00000 SFD 7.875 6.750 $1,268.88 360 1-Apr-28 $174,879.56
4698396 XXXXXXXXX XX 00000 SFD 6.875 6.608 $959.12 360 1-Apr-28 $145,833.69
4698399 XXXXXXX-XXXXX XX 00000 SFD 7.375 6.750 $1,786.09 360 1-Feb-28 $257,995.78
4698571 XXXX XXXXXX XX 00000 SFD 8.000 6.750 $1,849.09 360 1-Apr-28 $251,830.91
4698894 XXXXXX XXXX XX 00000 SFD 7.375 6.750 $3,294.52 360 1-Apr-28 $476,637.04
4699197 XXXXXXXX XX 00000 SFD 7.350 6.750 $1,675.59 360 1-Nov-27 $242,066.82
4699337 XXXXXXX XX 00000 SFD 7.375 6.750 $2,072.03 360 1-Mar-28 $299,542.04
4699372 XXXXXXX XX 00000 SFD 8.150 6.750 $1,729.64 360 1-Nov-27 $231,114.34
4699429 XXXXXXX XX 00000 SFD 7.000 6.733 $1,716.48 360 1-Mar-28 $257,575.81
4699574 XXXXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $2,538.15 360 1-Apr-28 $362,730.60
4699733 XXXXXX XX 00000 SFD 8.000 6.750 $2,624.18 300 1-Apr-23 $339,642.49
4699960 XXXXX XX 00000 SFD 7.500 6.750 $1,762.02 360 1-Mar-28 $251,624.79
4700060 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $1,596.30 360 1-Mar-28 $233,633.80
4700199 XXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $1,961.52 360 1-Feb-28 $283,347.69
4700206 XXXXXX XX 00000 SFD 7.500 6.750 $2,482.21 360 1-Apr-28 $354,436.54
4700218 XXX XXXXX XX 00000 SFD 7.250 6.750 $2,524.06 360 1-May-28 $370,000.00
4700229 XXXXXXXXX XX 00000 SFD 7.125 6.750 $3,955.54 360 1-Mar-28 $586,178.19
4700244 XXXXXXX XX 00000 SFD 7.250 6.750 $1,936.70 360 1-Mar-28 $283,455.72
4700345 XXXXX XX 00000 SFD 7.000 6.733 $1,711.50 360 1-Apr-28 $257,039.12
4700406 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,111.50 360 1-Mar-28 $444,337.44
4700754 XXXXXXXXX XX 00000 SFD 7.250 6.750 $4,127.17 360 1-Mar-28 $604,053.23
4700832 XXXXXXXXX XX 00000 SFD 7.375 6.750 $1,743.27 360 1-May-28 $252,400.00
4700857 XXXX XXXXXXXX XX 00000 SFD 7.750 6.750 $1,719.39 360 1-Apr-28 $239,830.61
4700980 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $2,733.01 360 1-Mar-28 $395,095.94
4701034 XXX XX 00000 SFD 7.375 6.750 $2,244.69 360 1-Feb-28 $324,253.55
4701149 XXXXXXXX XXXX XX 00000 SFD 7.000 6.733 $1,676.57 360 1-Apr-28 $251,793.43
4701171 XXXXXXXX XX 00000 SFD 6.875 6.608 $1,492.22 360 1-Apr-28 $226,959.16
4701212 XXXXXX XX 00000 LCO 7.750 6.750 $2,469.84 360 1-Apr-28 $344,506.67
4701219 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,882.09 360 1-Mar-28 $271,882.79
4701246 XXXXXXX XX 00000 SFD 7.375 6.750 $3,722.74 360 1-Mar-28 $538,177.21
4701253 XXXXXXXXX XX 00000 SFD 7.000 6.733 $1,756.40 360 1-Apr-28 $263,783.60
4701319 XXXXXX XX 00000 LCO 7.750 6.750 $2,485.96 360 1-Apr-28 $346,755.08
4701320 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $1,939.09 360 1-Apr-28 $284,028.25
4701376 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $3,004.44 360 1-Mar-28 $434,335.95
4701533 XXXXXX XX 00000 SFD 7.500 6.750 $2,118.97 360 1-Apr-28 $302,825.09
4701598 XXXXXXXXXXXXXX XX 00000 SFD 7.250 6.750 $3,706.27 360 1-Mar-28 $542,449.77
4701623 XXXXXXXX XXX XX 00000 SFD 7.375 6.750 $2,679.82 360 1-Apr-28 $387,704.76
4702145 XXX XXXXX XX 00000 PUD 7.500 6.750 $2,107.79 360 1-Apr-28 $301,226.27
4702255 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,315.24 360 1-May-28 $480,000.00
4702440 XXXXXXXXXXXX XX 00000 SFD 7.125 6.750 $1,974.00 360 1-Mar-28 $292,529.98
4702667 XXXX XXXX XX 00000 SFD 7.125 6.750 $2,075.05 360 1-Mar-28 $307,505.94
4702842 XXXXX XXXX XX 00000 LCO 7.750 6.750 $2,114.85 360 1-Apr-28 $294,991.65
4703061 XXXXXXXXX XX 00000 SFD 7.375 6.750 $4,144.06 360 1-Mar-28 $599,084.07
4703080 XXXXXX XX 00000 SFD 7.500 6.750 $4,544.89 360 1-Mar-28 $649,032.21
4703309 XXXX XXXXXXXXX XX 00000 SFD 7.000 6.733 $1,995.91 360 1-Mar-28 $299,506.75
4703451 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,510.31 360 1-Feb-28 $215,516.06
4703824 XXXX XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,148.16 360 1-Mar-28 $303,007.09
4703869 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $3,038.97 360 1-Mar-28 $439,328.33
4703946 GLEN XXXXX XX 00000 SFD 7.250 6.750 $2,149.83 240 1-Mar-18 $270,752.63
4703950 XXXXX XXXX XX 00000 SFD 7.375 6.750 $1,899.36 360 1-Apr-28 $274,790.74
4703957 XXXXXXX XXXXX XX 00000 LCO 7.500 6.750 $2,133.66 360 1-Feb-28 $304,466.33
4704013 XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,415.59 360 1-Mar-28 $199,121.44
4704075 XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,246.18 360 1-Apr-28 $469,642.36
4704312 XXXXXX XX 00000 SFD 7.750 6.750 $2,199.39 360 1-Mar-28 $306,565.24
4704364 XXXX XXXXX XX 00000 SFD 7.625 6.750 $1,854.42 360 1-Apr-28 $261,810.37
4704662 XXXXX XXXX XX 00000 SFD 7.250 6.750 $3,611.45 360 1-Mar-28 $528,482.44
4704688 XXXXX XXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,451.90 360 1-Apr-28 $354,729.87
4704864 PRIOR XXXX XX 00000 SFD 6.750 6.483 $2,334.95 360 1-Mar-28 $359,064.92
4704959 XXXXXX XX 00000 SFD 7.375 6.750 $1,643.12 360 1-Feb-28 $237,353.58
4705027 XXX XXXXXX XX 00000 SFD 7.500 6.750 $2,489.29 240 1-Apr-18 $308,441.96
4705164 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $3,418.84 360 1-Mar-28 $494,244.37
4705334 XX XXXX XX 00000 SFD 7.875 6.750 $1,892.44 360 1-Apr-28 $260,820.37
4705655 XXXXXXX XX 00000 SFD 7.000 6.733 $1,832.91 360 1-May-28 $275,500.00
4705870 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,147.60 360 1-Apr-28 $322,535.40
4706068 WYCKOFF NJ 07481 SFD 7.000 6.733 $2,240.08 360 1-May-28 $336,700.00
4706114 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,450.13 360 1-Mar-28 $341,515.68
4706197 XXXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $2,194.16 360 1-Apr-28 $309,775.63
4706330 XXXXX XX 00000 SFD 7.125 6.750 $3,503.34 360 1-Mar-28 $519,165.85
4706426 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,783.00 360 1-May-28 $255,000.00
4706742 XXXXX XXXX XX 00000 SFD 7.375 6.750 $843.32 360 1-Mar-28 $121,755.96
4707062 XXXXXXXX XXXXXXX XX 00000 PUD 7.500 6.750 $4,537.91 360 1-Mar-28 $648,033.67
4707169 XXX XX 00000 SFD 7.000 6.733 $1,995.91 360 1-Apr-28 $299,754.09
4707174 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $1,576.51 360 1-Apr-28 $233,812.87
4707280 XXXXXXX XX 00000 SFD 7.625 6.750 $1,881.32 360 1-Apr-28 $265,607.62
4707296 XXXXXXXX XX 00000 SFD 7.875 6.750 $500.30 360 1-Feb-28 $68,856.61
4707396 XXXXXX XX 00000 SFD 7.000 6.733 $2,168.89 360 1-Apr-28 $325,732.78
4707456 BATAVIA IL 60510 SFD 7.500 6.750 $1,787.19 360 1-Mar-28 $255,219.43
4707651 XXXXXXXX XX 00000 SFD 7.250 6.750 $1,185.57 240 1-Apr-18 $149,720.68
4707694 XXXXXXX XX 00000 SFD 7.000 6.733 $3,326.52 360 1-Apr-28 $499,590.15
4707727 XXX XXXXXX XX 00000 SFD 7.375 6.750 $1,893.49 360 1-Apr-28 $273,941.39
4707745 XXXXXXXXX XX 00000 THS 7.125 6.750 $2,910.47 360 1-Apr-28 $431,654.53
4707769 XXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $3,188.42 360 1-Mar-28 $455,321.04
4707839 XXX XXXXXX XX 00000 SFD 7.625 6.750 $731.86 360 1-Mar-28 $103,223.45
4707987 XXX XXXXX XX 00000 SFD 7.125 6.750 $3,018.26 360 1-Mar-28 $447,281.35
4708098 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,342.80 360 1-Mar-28 $330,519.34
4708201 XXXXX XX 00000 SFD 7.625 6.750 $2,371.11 360 1-Feb-28 $334,267.97
4708243 XXXXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.750 $929.74 360 1-May-28 $138,000.00
4708480 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $1,848.70 360 1-Mar-28 $270,361.94
4708635 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $3,496.07 360 1-Mar-28 $499,255.54
4708646 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,123.74 360 1-Apr-28 $299,832.83
4708650 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,985.52 360 1-Apr-28 $569,576.98
4708657 XXXX XX 00000 SFD 7.000 6.733 $943.07 360 1-Apr-28 $141,633.80
4708661 XXXXXX XX 00000 SFD 7.500 6.750 $5,593.72 360 1-Apr-28 $799,406.28
4708739 XXXXXXX XX 00000 SFD 7.625 6.750 $2,044.82 360 1-May-28 $288,900.00
4708857 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $3,114.29 360 1-Mar-28 $439,361.06
4708875 XXX XXXXXXX XX 00000 SFD 8.000 6.750 $2,047.21 360 1-May-28 $279,000.00
4708993 XXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $634.43 360 1-Apr-28 $92,927.45
4709162 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,579.91 360 1-May-28 $364,500.00
4709177 XXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $2,073.13 360 1-Mar-28 $303,424.43
4709236 XXXXXXX XX 00000 SFD 7.750 6.750 $838.20 360 1-Apr-28 $116,917.42
4709274 XXXXXX XXXXX XX 00000 LCO 7.500 6.750 $692.23 360 1-Apr-28 $98,926.52
4709312 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,496.07 360 1-Apr-28 $499,628.93
4709350 LOS XXXXXXXX XX 00000 SFD 8.000 6.750 $2,032.53 360 1-Apr-28 $276,814.14
4709378 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4709404 NIWOT CO 80503 SFD 7.375 6.750 $2,002.96 360 1-Apr-28 $289,779.33
4709433 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $1,768.44 360 1-Apr-28 $243,732.16
4709442 XXXXXXX XX 00000 SFD 7.625 6.750 $1,468.32 360 1-Apr-28 $207,299.85
4709542 XXX XXXX XX 00000 THS 6.875 6.608 $998.54 360 1-Apr-28 $151,872.29
4710015 XXXXX XXXXXX XX 00000 SFD 7.375 6.750 $1,740.51 360 1-Apr-28 $251,808.24
4710033 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $1,637.23 360 1-Apr-28 $239,812.77
4710041 XXXXX XX 00000 SFD 7.250 6.750 $2,128.39 360 1-Mar-28 $311,511.75
4710049 XXXXXXXXX XX 00000 PUD 7.875 6.750 $1,825.37 360 1-Mar-28 $251,393.03
4710058 XXXXX XX 00000 SFD 7.250 6.750 $2,895.84 360 1-Apr-28 $424,168.85
4710083 XXXXXXXX XX 00000 SFD 7.125 6.750 $1,530.35 360 1-Apr-28 $226,968.35
4710085 XXXXXXX XX 00000 SFD 7.625 6.750 $3,715.92 360 1-Apr-28 $524,620.02
4710423 XXX XXXX XX 00000 HCO 7.125 6.750 $3,469.66 360 1-Apr-28 $514,349.03
4710542 CREVE XXXXX XX 00000 SFD 7.500 6.750 $1,957.80 360 1-Mar-28 $279,583.10
4711145 XXXXX XXXXX XX 00000 SFD 7.875 6.750 $1,644.46 360 1-Dec-27 $226,009.27
4711233 XXXXX XXXX XX 00000 SFD 7.500 6.750 $1,845.93 360 1-Dec-27 $262,401.04
4711284 XXXXXXX XX 00000 SFD 8.000 6.750 $2,971.75 360 1-Apr-28 $404,728.25
4711303 XXXXXX XX 00000 SFD 7.625 6.750 $1,698.71 360 1-Apr-28 $239,826.29
4711344 XXXXXX XX 00000 SFD 7.375 6.750 $1,671.44 360 1-Apr-28 $241,815.85
4711402 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $1,875.66 360 1-Mar-28 $264,615.18
4711494 XXXXXXXX XX 00000 SFD 7.000 6.733 $2,661.21 360 1-Apr-28 $399,672.12
4711535 XXXXXX XX 00000 SFD 7.375 6.750 $2,314.11 240 1-Apr-18 $289,468.18
4711580 XXXXXXXXX XX 00000 SFD 7.875 6.750 $4,712.95 360 1-Apr-28 $649,552.68
4711663 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $1,897.20 360 1-Apr-28 $281,374.80
4711962 XXXXXXXXXX XX 00000 SFD 8.250 6.750 $4,507.60 360 1-Mar-28 $599,232.17
4712164 XXXXXXXX XX 00000 SFD 7.250 6.750 $1,673.57 360 1-Apr-28 $245,135.61
4712259 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,906.08 360 1-Mar-28 $425,333.33
4712263 XXXXXXXXXXXX XX 00000 SFD 7.000 6.733 $1,703.18 360 1-May-28 $256,000.00
4712293 XXXXXXX XX 00000 SFD 7.250 6.750 $1,705.45 360 1-Apr-28 $249,804.97
4712315 NOYACK NY 11963 SFD 7.875 6.750 $1,450.14 360 1-Apr-28 $199,862.36
4712316 XXXXXXX XX 00000 SFD 7.250 6.750 $3,260.81 360 1-Apr-28 $477,627.11
4712320 XXXXXXX XX 00000 SFD 7.750 6.750 $2,507.45 360 1-Apr-28 $349,752.97
4712330 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $1,765.17 360 1-Mar-28 $252,074.12
4712339 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,657.02 360 1-Apr-28 $379,717.98
4712354 XXXXXXXX XX 00000 SFD 7.125 6.750 $1,953.78 360 1-Apr-28 $289,768.10
4712393 XXXXXXX XX 00000 SFD 7.500 6.750 $1,992.77 360 1-May-28 $285,000.00
4712465 XXXXXXX XXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,647.15 360 1-Apr-28 $373,729.31
4712468 XXXXXXXX XX 00000 PUD 7.625 6.750 $1,755.33 360 1-May-28 $248,000.00
4712487 XXXXX XX 00000 SFD 7.625 6.750 $2,314.49 360 1-Apr-28 $326,763.32
4712552 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,657.63 360 1-Apr-28 $239,817.37
4712677 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,302.34 360 1-Apr-28 $337,236.72
4712904 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $3,643.48 360 1-Apr-28 $502,154.18
4712932 XXXXXXX XX 00000 SFD 7.375 6.750 $4,489.39 360 1-Apr-28 $647,603.46
4712935 XXXXX XX 00000 SFD 7.750 6.750 $561.67 360 1-Feb-28 $78,232.93
4713323 XXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $4,457.52 360 1-Apr-28 $621,760.85
4713373 XXXXXXX XX 00000 SFD 7.625 6.750 $1,776.57 360 1-Apr-28 $250,818.33
4713402 XXXXX XX 00000 SFD 7.875 6.750 $1,722.77 360 1-Sep-27 $236,261.39
4713486 XX-XX-XXX XX 00000 SFD 7.875 6.750 $1,801.99 300 1-Apr-23 $235,746.76
4713597 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,240.99 360 1-Apr-28 $320,262.14
4713738 XXXXXXX XX 00000 SFD 7.750 6.750 $2,837.71 360 1-Mar-28 $395,539.07
4713810 XXXXXXX XX 00000 SFD 7.500 6.750 $1,783.70 360 1-Apr-28 $254,294.38
4713899 XXXXXXXX XX 00000 SFD 7.875 6.750 $1,841.68 360 1-Apr-28 $253,825.20
4713942 XXXXXXXX XX 00000 SFD 7.375 6.750 $1,920.08 360 1-Apr-28 $277,788.46
4714166 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,208.32 360 1-May-28 $312,000.00
4714186 XXXXX XX 00000 SFD 7.250 6.750 $1,705.10 360 1-Apr-28 $249,755.01
4714198 XXXXXXXXX XX 00000 SFD 7.750 6.750 $1,604.77 360 1-Dec-27 $223,199.20
4714233 XXXX XXXX XX 00000 SFD 7.500 6.750 $1,541.77 360 1-Nov-27 $219,420.84
4714236 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,687.82 360 1-Apr-28 $403,668.85
4714294 XXXXXX XX 00000 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4714335 XXXXXX XX 00000 SFD 7.500 6.750 $867.03 360 1-Apr-28 $123,907.97
4714415 XXXX XXXXX XX 00000 SFD 7.875 6.750 $2,624.76 360 1-Sep-27 $359,812.31
4714489 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $714.88 360 1-Apr-28 $100,926.89
4714529 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,725.01 360 1-Apr-28 $384,721.35
4714684 XXXXX XX 00000 SFD 7.500 6.750 $1,762.03 360 1-Apr-28 $251,812.97
4714696 XXXXXX XX 00000 SFD 7.875 6.750 $1,993.95 360 1-Oct-27 $273,648.79
4714856 XXXXXX XX 00000 SFD 7.375 6.750 $2,244.70 360 1-Apr-28 $324,752.70
4714871 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,768.89 360 1-Apr-28 $395,706.11
4715151 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,685.11 360 1-Mar-28 $240,641.16
4715182 LEBANON XXXXXXX XX 00000 SFD 7.125 6.750 $1,751.67 360 1-Apr-28 $259,792.08
4715192 XXXXXXX XX 00000 SFD 7.750 6.750 $2,409.50 300 1-Apr-23 $318,650.71
4715218 XXX XXXXXXX XX 00000 SFD 7.750 6.750 $4,262.66 360 1-Apr-28 $594,580.05
4715516 XXXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $1,864.83 360 1-Apr-28 $269,794.54
4715729 XXXXX XXXXX XX 00000 PUD 7.375 6.750 $2,762.71 360 1-Apr-28 $399,695.62
4715737 XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $3,008.13 360 1-May-28 $425,000.00
4715778 XXXX XXXXX XX 00000 SFD 7.375 6.750 $1,768.13 360 1-May-28 $256,000.00
4715812 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,760.40 360 1-May-28 $390,000.00
0000000 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $1,739.55 360 1-May-28 $255,000.00
4716060 XXXXXXX XX 00000 SFD 7.125 6.750 $2,910.47 360 1-Apr-28 $431,654.53
4716216 XXXXXXXX XX 00000 SFD 7.125 6.750 $1,980.73 360 1-Apr-28 $293,764.90
4716282 XXXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $4,251.22 360 1-Mar-28 $607,094.74
4716366 XXXXXXXXX XX 00000 SFD 7.625 6.750 $934.29 360 1-Apr-28 $131,904.46
4716566 XXXXXXX XX 00000 SFD 7.250 6.750 $1,637.22 360 1-Mar-28 $239,624.43
4716792 XXXXXX XX 00000 SFD 7.250 6.750 $2,046.53 360 1-May-28 $300,000.00
4716820 XXXXXXXXXX XXXXXXXX XX 00000 SFD 7.875 6.750 $1,974.36 360 1-Apr-28 $272,112.61
4717127 XXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $2,005.96 360 1-May-28 $280,000.00
4717166 NORTH XXXXXXX XX 00000 SFD 7.000 6.733 $1,995.91 360 1-Apr-28 $299,754.09
4717274 XXXXXX XXXXXX XX 00000 THS 8.125 6.750 $1,446.02 360 1-Mar-28 $194,494.34
4717297 XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,681.72 360 1-Apr-28 $237,428.03
4717314 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $587.02 360 1-May-28 $80,000.00
4717421 XXXXXX XX 00000 SFD 7.750 6.750 $2,579.09 360 1-May-28 $360,000.00
4717434 XXXXXXXXXX XX 00000 SFD 8.000 6.750 $6,970.76 360 1-Apr-28 $949,362.58
4717485 XXXXXX XX 00000 SFD 7.500 6.750 $2,740.93 360 1-Apr-28 $391,709.07
4717529 XXXXX XXXXX XX 00000 PUD 7.625 6.750 $3,185.07 360 1-Apr-28 $449,674.31
4717624 XXXX XX 00000 SFD 7.000 6.733 $2,375.13 360 1-May-28 $357,000.00
4717734 XXXXXXX XX 00000 SFD 8.125 6.750 $2,561.62 360 1-Sep-27 $335,000.06
4717750 XXXXXXX XX 00000 SFD 7.000 6.733 $2,345.19 360 1-Apr-28 $352,211.06
4717817 XXXXXXXX XX 00000 SFD 8.000 6.750 $2,142.60 360 1-Dec-27 $291,007.19
4717842 XXXXXXXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $2,002.56 360 1-Apr-28 $286,187.44
4717993 XXXX XX 00000 SFD 7.875 6.750 $3,879.12 360 1-Mar-28 $534,261.22
4718131 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,950.94 300 1-May-23 $264,000.00
4718204 XX XXXX XX 00000 SFD 7.500 6.750 $1,692.10 360 1-Apr-28 $241,820.40
4718345 XXXXXXXXX XX 00000 SFD 8.000 6.750 $2,450.78 360 1-Jan-28 $333,094.55
4718378 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,059.68 360 1-Dec-27 $289,828.49
4718440 XXXXXX XX 00000 SFD 7.500 6.750 $2,097.64 360 1-Mar-28 $299,553.33
4718453 XXXXX XX 00000 SFD 7.625 6.750 $1,656.24 360 1-Dec-27 $233,142.35
4718481 XXXXX XX 00000 SFD 7.375 6.750 $1,889.69 360 1-Apr-28 $273,391.81
4718490 XXXXXX XX 00000 SFD 7.500 6.750 $2,712.96 360 1-Mar-28 $387,422.28
4718506 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,830.29 360 1-Apr-28 $264,798.36
4718526 XXXXXXX XX 00000 SFD 7.375 6.750 $1,678.00 360 1-May-28 $242,950.00
4718568 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,005.03 360 1-Apr-28 $290,079.11
4718609 XXXX XX XXXX XX 00000 SFD 8.250 6.750 $2,187.69 360 1-Nov-27 $290,066.54
4718610 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $3,798.72 360 1-May-28 $550,000.00
4718627 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,928.46 360 1-May-28 $424,000.00
4718773 XXXXXXX XX 00000 SFD 7.000 6.733 $2,195.50 360 1-May-28 $330,000.00
4718776 XXXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,608.05 240 1-Apr-18 $342,015.72
4719013 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,293.42 360 1-Apr-28 $327,756.58
4719020 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,356.23 360 1-Apr-28 $479,643.77
4719085 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,115.48 360 1-Nov-27 $311,044.48
4719095 XXXXXXX XXXXX XX 00000 SFD 7.875 6.750 $1,696.67 360 1-Dec-27 $233,184.14
4719135 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $1,922.84 360 1-Apr-28 $274,795.91
4719228 XXXXXXXXXXX XX 00000 SFD 7.875 6.750 $1,812.68 360 1-May-28 $250,000.00
4719364 XXXXXX XX 00000 SFD 7.375 6.750 $1,753.62 360 1-Apr-28 $253,706.81
4719384 XXXXXXXX XX 00000 SFD 8.000 6.750 $2,001.71 360 1-Mar-28 $272,432.70
4719422 XXXXXX XX 00000 SFD 7.875 6.750 $1,870.68 360 1-Mar-28 $257,443.07
4719424 XXXXXX XXXXX XX 00000 PUD 7.750 6.750 $4,585.04 360 1-Apr-28 $639,548.29
4719470 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,755.21 360 1-Nov-27 $242,707.66
4719591 XXXXXX XX 00000 SFD 7.250 6.750 $1,923.74 360 1-Mar-28 $281,558.69
4719740 XXXXXX XXXX XX 00000 SFD 7.125 6.750 $2,930.68 360 1-Feb-28 $433,950.19
4719798 XXXXXXX XX 00000 HCO 6.875 6.608 $1,589.12 360 1-Apr-28 $241,696.77
4719856 XXXXXX XX 00000 PUD 7.250 6.750 $1,587.77 360 1-Apr-28 $232,568.43
4719880 XXX XXXX XX 00000 HCO 7.625 6.750 $2,399.43 360 1-Apr-28 $338,754.63
4720212 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $1,729.79 360 1-Apr-28 $258,661.54
4720230 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,791.03 360 1-Mar-28 $249,645.97
4720309 XXXXXX XX 00000 SFD 7.375 6.750 $1,630.00 360 1-Apr-28 $235,820.42
4720381 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,202.53 360 1-Apr-28 $314,766.22
4720452 XXX XXXX XX 00000 HCO 7.125 6.750 $2,114.13 360 1-May-28 $313,800.00
4720457 XXXXX XX 00000 SFD 7.875 6.750 $1,848.93 360 1-May-28 $255,000.00
4720524 XXXXXXXXX XX 00000 SFD 7.000 6.733 $1,756.40 360 1-May-28 $264,000.00
4720565 XXXXXXXXXX XX 00000 MF2 7.375 6.750 $2,210.17 360 1-Apr-28 $319,756.50
4720571 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,517.18 360 1-May-28 $360,000.00
4720573 XXXXXXXX XX 00000 SFD 7.250 6.750 $1,869.17 360 1-Apr-28 $273,786.25
4720576 XXXXXXX XX 00000 SFD 7.000 6.733 $3,120.27 360 1-Apr-28 $468,615.56
4720588 XXX XXXX XX 00000 LCO 7.500 6.750 $699.22 360 1-Nov-27 $99,547.67
4720641 XXXXX XXXXX XX 00000 SFD 7.500 6.750 $864.93 360 1-Jan-28 $123,329.33
4720691 XXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $1,650.19 360 1-Apr-28 $241,711.29
4720778 XXX XXXXXX XX 00000 SFD 7.625 6.750 $2,468.08 360 1-Apr-28 $348,447.62
4720808 XXXXXXXX XX 00000 SFD 8.125 6.750 $1,900.79 360 1-Jan-28 $255,322.63
4720817 XXX XXXXX XX 00000 SFD 7.875 6.750 $3,295.44 360 1-Jan-28 $453,236.51
4720887 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,256.70 360 1-Apr-28 $314,777.67
4720992 XXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $621.61 360 1-May-28 $90,000.00
4721040 XXX XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,023.68 360 1-Apr-28 $292,777.05
4721242 XXXXXXXX XX 00000 MF2 8.000 6.750 $852.64 360 1-Nov-27 $114,820.27
0000000 XXXXXXX XX 00000 SFD 7.750 6.750 $673.43 360 1-Dec-27 $93,663.56
4721272 XXXXXX XX 00000 SFD 7.500 6.750 $1,982.28 360 1-Apr-28 $283,289.60
4721318 XXXXX XXXX XX 00000 SFD 7.800 6.750 $1,029.42 360 1-Nov-27 $142,390.66
4721427 XXXXXXX XX 00000 SFD 8.000 6.750 $1,094.78 360 1-Nov-27 $148,422.60
4721498 XXX XXXX XX 00000 COP 7.750 6.750 $2,579.09 360 1-May-28 $360,000.00
4721716 XXXXXX XX 00000 SFD 7.400 6.750 $999.11 360 1-Dec-27 $143,746.93
4721805 XXXX XXXX XXXX XX 00000 SFD 7.625 6.750 $2,204.78 360 1-Apr-28 $311,274.54
4721853 XXX XXXXX XX 00000 SFD 7.450 6.750 $834.96 360 1-Jan-28 $119,636.79
4721872 XXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $659.10 360 1-Apr-28 $91,935.07
4721938 XXXXXXXX XX 00000 LCO 7.650 6.750 $429.26 360 1-Nov-27 $60,234.27
4722046 XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,877.01 360 1-Apr-28 $261,815.07
4722056 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,286.18 360 1-May-28 $323,000.00
4722111 XXXXXXX XX 00000 SFD 7.375 6.750 $6,768.62 360 1-May-28 $980,000.00
4722400 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,123.38 360 1-Apr-28 $299,782.87
4722505 XXXXXX XXXX XX 00000 SFD 8.375 6.750 $2,284.78 360 1-Sep-27 $296,945.23
4722579 XXXXXX XX 00000 SFD 7.375 6.750 $1,978.09 360 1-Apr-28 $286,182.08
4722624 XX. XXXXX XXXX XX 00000 SFD 7.375 6.750 $1,740.51 360 1-Mar-28 $251,615.30
4722631 XXXXXXX XX 00000 SFD 7.375 6.750 $1,830.29 360 1-Mar-28 $264,595.47
4722763 XXXXXX XX 00000 SFD 7.250 6.750 $2,188.42 360 1-Feb-28 $320,044.69
4722784 XXXXXXXXXXX XX 00000 SFD 7.125 6.750 $1,637.14 360 1-Apr-28 $242,805.67
4722785 XXXXXX XXXXXX XX 00000 SFD 7.000 6.733 $2,102.36 360 1-Mar-28 $315,480.43
4722836 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,345.87 360 1-May-28 $335,500.00
4723021 XXXXXXXXXXXXX XX 00000 SFD 7.625 6.750 $5,995.01 360 1-May-28 $847,000.00
4723041 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,182.97 360 1-Apr-28 $319,550.36
4723046 XXX XXXXX XX 00000 SFD 7.250 6.750 $2,586.14 360 1-May-28 $379,100.00
4723171 XXXXXX XX 00000 SFD 7.375 6.750 $2,762.71 360 1-May-28 $400,000.00
4723183 XXXXXXX XX 00000 SFD 7.375 6.750 $2,044.40 360 1-Apr-28 $295,774.77
4723196 XXXXXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $1,848.35 360 1-Apr-28 $257,817.90
4723280 XXX XXXXX XX 00000 LCO 7.125 6.750 $1,852.39 360 1-Mar-28 $274,508.94
4723290 XXXXXXX XX 00000 SFD 7.375 6.750 $2,382.83 360 1-Apr-28 $344,737.49
4723291 XXXXX XX 00000 SFD 7.250 6.750 $1,625.29 360 1-Apr-28 $238,064.14
4723364 XXXXXX XX 00000 SFD 7.375 6.750 $1,160.34 360 1-May-28 $168,000.00
4723378 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $2,349.83 360 1-Apr-28 $327,768.51
4723379 XXX XXXX XX 00000 COP 7.625 6.750 $982.07 360 1-Apr-28 $138,649.57
4723402 XXXX XXXXXX XX 00000 SFD 7.875 6.750 $2,457.99 360 1-Apr-28 $338,766.70
4723425 XXXX XXXX XX 00000 SFD 7.375 6.750 $1,871.73 360 1-Apr-28 $270,793.79
4723502 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,712.38 360 1-Mar-28 $244,535.35
4723558 XXXXXXXXX XX 00000 SFD 7.625 6.750 $849.36 360 1-Apr-28 $119,913.14
4723559 XXXXXX XX 00000 SFD 7.500 6.750 $1,759.23 360 1-Mar-28 $251,034.60
4723569 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,923.57 360 1-Apr-28 $268,310.49
4723574 XXXXXXX XX 00000 SFD 7.500 6.750 $1,748.04 360 1-Apr-28 $249,814.46
4723614 XXXXXXX XXXXX XX 00000 PUD 7.375 6.750 $2,179.09 360 1-May-28 $315,500.00
4723713 XXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $2,046.87 360 1-Mar-28 $299,580.45
4723721 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,790.43 360 1-Apr-28 $389,225.09
4723725 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $4,232.26 360 1-Mar-28 $596,779.78
4723772 XXXXXXXX XX 00000 SFD 7.000 6.733 $1,756.40 360 1-Apr-28 $263,783.60
4723855 XXXXXXXXXXXX XX 00000 SFD 7.000 6.733 $3,086.34 360 1-May-28 $463,900.00
4723878 XXX XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $924.47 360 1-May-28 $127,500.00
4723929 XXXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,579.98 360 1-May-28 $512,000.00
4723977 XXX XXXXX XX 00000 SFD 7.250 6.750 $1,879.40 360 1-May-28 $275,500.00
4723981 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,072.03 360 1-Apr-28 $299,771.72
4724087 XXXX XXXX XX 00000 SFD 7.625 6.750 $1,879.19 360 1-Feb-28 $264,919.86
4724352 XXX XXXXXXX XX 00000 SFD 8.125 6.750 $2,080.15 360 1-Apr-28 $279,971.73
4724353 XXXXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,035.42 360 1-Apr-28 $294,475.76
4724363 XXXXXX XX 00000 SFD 7.500 6.750 $2,342.37 360 1-Apr-28 $334,751.38
4724482 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,265.46 360 1-May-28 $324,000.00
4724573 XXXXXXXX XX 00000 SFD 7.375 6.750 $1,709.43 360 1-Apr-28 $247,311.66
4724603 XXX XXXX XX 00000 THS 7.000 6.733 $1,995.91 360 1-Apr-28 $299,754.09
4724762 XXXXXXX XX 00000 SFD 7.500 6.750 $2,209.52 360 1-Apr-28 $315,765.48
4724821 XXXXX XX 00000 SFD 7.875 6.750 $461.15 360 1-Apr-28 $63,556.23
4724828 XXXXXX XX 00000 SFD 7.750 6.750 $2,521.78 360 1-Mar-28 $351,501.50
4724841 XXXXXXXX XX 00000 LCO 8.000 6.750 $135.01 360 1-Mar-28 $18,375.23
4724854 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,657.02 360 1-Apr-28 $379,717.98
4724867 XXX XXXXXX XX 00000 SFD 7.375 6.750 $4,144.06 360 1-May-28 $600,000.00
4724882 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $2,237.49 360 1-Apr-28 $319,762.51
4724891 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,209.52 360 1-Apr-28 $315,765.48
4724924 XX XXXXX XX 00000 SFD 7.000 6.733 $3,326.52 360 1-May-28 $500,000.00
4724964 XX XXXXXX-XXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,344.55 360 1-Mar-28 $347,441.75
4725013 XXXXXXX XX 00000 SFD 7.625 6.750 $2,831.18 360 1-Apr-28 $399,710.49
4725120 XXXXX XXXXXX XX 00000 SFD 6.875 6.608 $1,965.86 360 1-May-28 $299,250.00
4725216 XXXXXX XXXXXX XX 00000 SFD 7.125 6.750 $1,993.54 360 1-May-28 $295,900.00
4725294 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $1,824.95 360 1-Apr-28 $260,806.30
4725318 XXXXXXXXXXXX XX 00000 SFD 8.250 6.750 $2,150.13 360 1-Feb-28 $285,648.72
4725331 XXXXXXXXXX XX 00000 SFD 8.375 6.750 $1,956.43 360 1-Dec-27 $256,588.78
4725478 XXXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $1,195.52 360 1-Apr-28 $166,757.21
4725497 XXXXXXX XX 00000 SFD 7.375 6.750 $2,358.00 240 1-May-18 $295,500.00
4725530 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,533.96 360 1-May-28 $362,400.00
4725711 XXXXXXX XX 00000 SFD 7.500 6.750 $1,811.67 360 1-Apr-28 $258,907.71
4725765 XXXXX XX 00000 SFD 7.500 6.750 $2,768.89 360 1-Apr-28 $395,706.11
4725886 XXXXXXXXXXXX XX 00000 SFD 8.000 6.750 $1,761.04 360 1-Aug-27 $238,511.39
4725890 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,328.27 360 1-Apr-28 $475,646.73
4725900 XXXXXX XX 00000 SFD 7.750 6.750 $2,779.68 360 1-Feb-28 $387,173.14
4725949 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,097.65 360 1-May-28 $300,000.00
4725999 XXXX XXXX XXXX XX 00000 SFD 7.750 6.750 $1,755.21 360 1-Apr-28 $244,827.08
4726084 XXXXXXXXX XX 00000 SFD 8.000 6.750 $1,799.19 360 1-Feb-28 $244,702.32
4726094 XXXXX XXXX XX 00000 SFD 7.750 6.750 $2,149.24 360 1-Feb-28 $299,360.35
4726166 XXX XXXX XX 00000 SFD 8.125 6.750 $2,484.40 360 1-Jan-28 $333,676.25
4726173 XXXXXX XX 00000 SFD 7.500 6.750 $1,767.96 360 1-Mar-28 $252,473.53
4726297 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $2,285.29 360 1-Apr-28 $334,738.67
4726346 XXXXXXX XX 00000 SFD 7.750 6.750 $1,490.14 360 1-Mar-28 $207,705.44
4726352 XXX XXXXXX XX 00000 SFD 7.250 6.750 $2,046.53 360 1-Mar-28 $299,530.53
4726528 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,805.36 360 1-Apr-28 $251,822.14
4726612 XXXX XXXXXXX XXX XX 00000 SFD 7.625 6.750 $2,335.72 360 1-May-28 $330,000.00
4726631 XXXXXXXX XX 00000 SFD 7.750 6.750 $1,934.31 360 1-Apr-28 $269,809.44
4726770 XXXXXXXX XX 00000 SFD 7.375 6.750 $1,657.63 360 1-Apr-28 $239,817.37
4726789 XXX XXXXXXXXX XX 00000 LCO 7.250 6.750 $2,217.08 360 1-Apr-28 $324,746.46
4726804 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $3,318.11 360 1-Apr-28 $486,020.56
4726968 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,182.84 360 1-Apr-28 $308,176.79
4727064 XXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,627.34 360 1-Apr-28 $226,989.68
4727089 XXXXXXX XX 00000 SFD 7.875 6.750 $1,345.73 360 1-Mar-28 $185,343.70
4727100 XXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $3,362.02 360 1-Apr-28 $474,656.21
4727147 XXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,182.97 360 1-Apr-28 $319,750.36
4727156 XXXXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,113.47 360 1-Apr-28 $305,767.15
4727172 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $1,838.47 360 1-Apr-28 $269,289.76
4727173 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $4,517.18 360 1-Feb-28 $621,705.30
4727192 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $1,751.21 360 1-Apr-28 $269,767.54
4727225 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $2,863.30 360 1-Apr-28 $424,660.14
4727295 XXX XXXX XX 00000 SFD 7.250 6.750 $2,524.06 360 1-Apr-28 $369,711.36
4727449 XXXXX XX 00000 SFD 7.375 6.750 $2,583.48 360 1-May-28 $374,050.00
4727527 XXXXXX XX 00000 SFD 7.500 6.750 $2,852.80 360 1-May-28 $408,000.00
4727534 XXX XXXX XXXXXXXXXX XX 00000 SFD 7.250 6.750 $4,945.78 360 1-Apr-28 $724,434.43
4727581 XXXXXXXXX XX 00000 SFD 8.000 6.750 $3,529.41 360 1-Jan-28 $479,696.07
4727583 XX XXXXX XX 00000 SFD 7.375 6.750 $2,080.35 360 1-Mar-28 $300,245.20
4727669 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.875 6.750 $2,407.24 360 1-Apr-28 $331,771.51
4727716 XXXXX XX 00000 SFD 7.250 6.750 $1,783.21 360 1-May-28 $261,400.00
4727727 XXXXXXX XX 00000 SFD 7.250 6.750 $1,877.35 360 1-Apr-28 $274,985.32
4727844 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,123.39 360 1-Apr-28 $299,782.86
4727874 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,671.00 360 1-Apr-28 $381,716.50
4728003 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,072.03 360 1-May-28 $300,000.00
4728288 XXXXX XX 00000 SFD 7.625 6.750 $461.49 360 1-Mar-28 $65,105.30
4728412 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,776.71 360 1-Apr-28 $247,824.96
4728501 XXXXXXXXX XX 00000 SFD 7.500 6.750 $660.76 360 1-Mar-28 $94,359.30
4728546 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,548.64 360 1-Apr-28 $364,229.49
4728667 XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,453.04 360 1-Apr-28 $212,833.84
4728676 XXXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $1,768.13 360 1-Apr-28 $255,805.20
4728698 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $4,332.33 360 1-Apr-28 $619,140.17
4728704 XXXXX XX 00000 SFD 7.750 6.750 $3,358.19 360 1-Apr-28 $468,419.15
4728811 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $1,081.81 360 1-Apr-28 $149,097.32
4728910 XXXXXXXX XX 00000 SFD 8.000 6.750 $1,790.39 360 1-Apr-28 $243,836.28
4728932 XXXXXX XX XXXXXX XX 00000 SFD 7.250 6.750 $1,773.66 360 1-May-28 $260,000.00
4728945 XXXXX XXXX XX 00000 HCO 8.000 6.750 $591.42 360 1-Apr-28 $80,545.91
4728947 XXX XXXXXXX XX 00000 SFD 6.875 6.608 $2,141.59 360 1-Apr-28 $325,726.12
4729073 XXXXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,309.51 360 1-Apr-28 $330,054.87
4729191 XXXXXXX XX 00000 SFD 7.500 6.750 $2,524.17 360 1-Apr-28 $360,732.08
4729503 XXXXXXX XX 00000 HCO 7.625 6.750 $1,700.13 360 1-Apr-28 $240,026.14
4729545 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,167.56 360 1-Apr-28 $309,769.94
4729633 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $2,314.02 360 1-May-28 $323,000.00
4729655 XXXXXX XX 00000 SFD 7.875 6.750 $1,798.17 360 1-Mar-28 $247,657.54
4729692 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,908.74 360 1-Apr-28 $415,691.26
4729719 XXX XXXXXXXXX XX 00000 LCO 7.750 6.750 $1,805.36 360 1-Apr-28 $251,822.14
4729727 XXXXXXXX XX 00000 SFD 7.750 6.750 $1,908.52 360 1-Feb-28 $265,329.06
4729736 XXXXXXXXX XX 00000 SFD 7.875 6.750 $1,914.19 360 1-Apr-28 $263,818.31
4729749 XXXXXXXXXX XXXXX XX 00000 LCO 7.250 6.750 $2,005.60 360 1-Apr-28 $293,770.65
4729799 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,349.37 360 1-Apr-28 $335,750.63
4729889 XXXXXXX XX 00000 SFD 7.750 6.750 $1,719.39 360 1-Apr-28 $239,830.61
4729945 NORTH XXXXXXX XX 00000 SFD 7.850 6.750 $260.41 360 1-Nov-27 $35,848.08
4729959 XXXXXXXX XX 00000 SFD 7.950 6.750 $1,177.22 360 1-Dec-27 $160,646.38
4729996 XXXXXXX XX 00000 SFD 7.550 6.750 $349.92 360 1-Dec-27 $49,614.71
4730033 XXXXXXXXX XX 00000 LCO 7.750 6.750 $354.63 360 1-Dec-27 $49,323.02
4730068 XXXXXXX XXXXX XX 00000 SFD 7.900 6.750 $946.31 360 1-Dec-27 $129,748.29
4730076 XXXXXXXXXX XX 00000 PUD 7.500 6.750 $2,307.41 360 1-Mar-28 $329,508.65
4730086 XXXXXX XX 00000 SFD 7.750 6.750 $429.85 360 1-Dec-27 $59,785.51
4730101 XXXXXXXX XX 00000 SFD 7.000 6.733 $4,323.80 360 1-Apr-28 $649,367.28
4730108 XXXXXXXX XX 00000 SFD 7.700 6.750 $936.12 360 1-Dec-27 $130,808.98
4730128 XXXXXXXX XX 00000 SFD 7.900 6.750 $308.90 360 1-Nov-27 $42,272.45
4730157 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,414.90 360 1-Apr-28 $353,723.84
4730159 XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,395.09 360 1-Apr-28 $359,704.91
4730174 XXXXXXXX XX 00000 SFD 7.750 6.750 $1,090.38 360 1-Jan-28 $151,766.13
4730179 XXXXXX XXXXX XX 00000 SFD 7.850 6.750 $217.01 360 1-Dec-27 $29,894.83
4730209 XXXXXXX XX 00000 SFD 7.600 6.750 $1,515.24 360 1-Jan-28 $213,969.62
4730241 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $4,005.92 360 1-Apr-28 $579,558.67
4730242 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,054.07 360 1-Mar-28 $296,946.01
4730266 PORT XXXXX XXXXX XX 00000 SFD 7.500 6.750 $363.60 360 1-Jan-28 $51,837.60
4730269 XXXXXXXXX XX 00000 SFD 7.900 6.750 $446.99 360 1-Nov-27 $61,243.12
4730322 XXXXXX XX 00000 SFD 7.500 6.750 $1,943.82 360 1-May-28 $278,000.00
4730343 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,321.57 360 1-May-28 $328,000.00
4730344 XXXX XXXXX XX 00000 SFD 7.125 6.750 $1,751.67 360 1-Apr-28 $259,792.08
4730460 XXXXXXXXX XX 00000 SFD 7.750 6.750 $895.52 360 1-Dec-27 $124,350.24
4730524 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $2,992.64 360 1-Apr-28 $427,682.36
4730527 XXXXXXXX XX 00000 SFD 7.900 6.750 $364.86 360 1-Nov-27 $49,989.96
4730585 XXXXXXX XX 00000 SFD 7.625 6.750 $2,264.94 360 1-Mar-28 $319,535.32
4730635 XXXXXX XX 00000 SFD 8.000 6.750 $2,112.51 360 1-Apr-28 $287,706.82
4730718 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $1,832.12 360 1-Jan-28 $258,093.45
4730963 WYCKOFF NJ 07481 SFD 7.375 6.750 $1,892.45 360 1-Apr-28 $273,791.51
4731068 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,767.27 360 1-Apr-28 $252,562.42
4731074 XXXXXXXXXXX XX 00000 SFD 6.875 6.608 $2,522.61 360 1-Apr-28 $383,677.39
4731132 XXXXXX XX 00000 SFD 7.350 6.750 $792.32 360 1-Jan-28 $114,611.91
4731226 XXXXXXX XX 00000 SFD 7.375 6.750 $4,869.26 360 1-Apr-28 $704,463.55
4731242 XXXXX XX 00000 SFD 7.750 6.750 $573.13 360 1-Jan-28 $79,771.96
4731288 XXXXXX XX 00000 SFD 7.625 6.750 $4,331.70 360 1-Apr-28 $611,557.05
4731395 XXX XXXXXXXXX XX 00000 SFD 7.875 6.750 $1,667.66 360 1-Apr-28 $229,841.72
4731406 XXXXX XXX XX 00000 SFD 7.375 6.750 $2,479.53 360 1-Apr-28 $358,726.82
4731427 XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,944.21 360 1-May-28 $285,000.00
4731453 XXXXXXX XXXXX XX 00000 LCO 7.500 6.750 $1,929.84 360 1-Apr-28 $275,795.16
4731561 XXXXXX XX 00000 LCO 7.500 6.750 $671.25 360 1-Jan-28 $95,712.32
4731571 XXXXXXXXX XX 00000 SFD 8.150 6.750 $721.93 360 1-Jan-28 $96,744.87
4731583 XXXXXXXXX XX 00000 SFD 7.500 6.750 $419.53 360 1-Dec-27 $59,774.55
4731600 XXXXXXXXX XX 00000 HCO 8.200 6.750 $347.71 360 1-Dec-27 $46,348.14
4731610 XXXXX XXXXX XX 00000 SFD 7.850 6.750 $449.92 360 1-Dec-27 $61,982.03
4731613 XXXXXXX XXXXX XX 00000 SFD 7.700 6.750 $253.82 360 1-Nov-27 $35,445.22
4731618 WYCKOFF NJ 07481 SFD 7.625 6.750 $2,562.21 360 1-Apr-28 $361,738.00
4731637 XXXXX XXXXXX XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,199.16 360 1-Jan-28 $170,986.07
4731645 XXXXXXXXXXX XX 00000 SFD 7.800 6.750 $1,451.26 360 1-Nov-27 $200,740.99
4731647 XXXXXX XXXXXX XX 00000 SFD 7.700 6.750 $178.25 360 1-Nov-27 $24,891.28
4731805 XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,806.29 360 1-Apr-28 $255,015.29
4731810 XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,827.55 360 1-Apr-28 $267,691.01
4731820 XXXXXXX XX 00000 SFD 7.375 6.750 $1,988.80 360 1-Apr-28 $287,730.89
4731850 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,497.60 360 1-Mar-28 $356,344.98
4731856 XXXXXX XX 00000 SFD 7.500 6.750 $419.53 360 1-Mar-28 $59,910.66
4731877 XXXXXXX XX 00000 SFD 7.375 6.750 $1,961.52 360 1-Apr-28 $283,783.90
4731880 XXX XXXX XX 00000 SFD 7.875 6.750 $2,501.49 360 1-Apr-28 $344,762.57
4731912 XXXXXXX XX 00000 SFD 7.500 6.750 $1,769.02 360 1-Apr-28 $252,812.23
4731986 XXXXXXX XX 00000 SFD 7.625 6.750 $1,047.53 360 1-Apr-28 $147,892.89
4732064 XXX XXXX XX 00000 SFD 7.500 6.750 $1,076.80 360 1-May-28 $154,000.00
4732141 XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $2,156.41 360 1-Apr-28 $300,787.55
4732196 XXX XXXXX XX 00000 SFD 7.875 6.750 $2,994.54 360 1-Apr-28 $412,715.77
4732242 XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,903.97 360 1-Mar-28 $268,609.36
4732274 XXXXXXX XX 00000 SFD 7.500 6.750 $2,017.23 360 1-Apr-28 $288,285.90
4732492 XXXXX XX 00000 SFD 7.625 6.750 $2,484.36 360 1-Apr-28 $350,745.95
4732669 XXXXXXXXX XX 00000 SFD 7.875 6.750 $1,827.17 360 1-Apr-28 $251,826.58
4732788 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,149.24 360 1-Mar-28 $299,575.15
4732866 XXXX XXXXX XX 00000 SFD 7.625 6.750 $1,734.10 360 1-Apr-28 $244,822.68
4732902 XXXXXX XXXXX XX 00000 LCO 7.625 6.750 $603.75 360 1-Mar-28 $85,176.13
4733025 NORTH XXXXXXX XX 00000 SFD 7.875 6.750 $2,230.32 360 1-Apr-28 $307,388.31
4733034 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $3,038.97 360 1-Apr-28 $439,665.20
4733045 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,726.69 360 1-May-28 $250,000.00
4733092 XXX XXXX XX 00000 SFD 7.750 6.750 $1,755.21 360 1-Apr-28 $244,827.08
4733169 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $3,522.45 360 1-May-28 $510,000.00
4733219 XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,262.03 360 1-May-28 $340,000.00
4733250 XXXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,597.61 360 1-Apr-28 $366,734.37
4733351 XXXXXXXX XX 00000 SFD 8.000 6.750 $2,017.86 360 1-Apr-28 $274,815.47
4733355 XXXXXX XX 00000 LCO 7.875 6.750 $1,545.06 360 1-Apr-28 $212,943.34
4733391 XXXX XXXXX XX 00000 SFD 8.125 6.750 $594.00 360 1-May-28 $80,000.00
4733423 XXXXXX XX 00000 SFD 8.000 6.750 $1,426.44 360 1-Apr-28 $194,269.56
4733534 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,768.89 360 1-Apr-28 $395,706.11
4733685 RANCHO XXXXXXX XX 00000 SFD 7.500 6.750 $950.23 360 1-Mar-28 $135,697.66
4733690 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,182.53 360 1-Apr-28 $315,759.55
4733803 XXXXXXX XX 00000 LCO 7.500 6.750 $3,635.92 360 1-Apr-28 $519,614.08
4734024 XXXX XXXX XX 00000 SFD 7.500 6.750 $3,461.12 360 1-Apr-28 $494,632.63
4734157 XXXXXXXX XXXXXXX XX 00000 SFD 7.750 6.750 $1,733.72 360 1-Apr-28 $241,829.20
4734160 XXXX XXXXX XX 00000 SFD 7.250 6.750 $2,313.94 360 1-Apr-28 $338,935.39
4734259 XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,911.04 360 1-Feb-28 $269,409.99
4734276 XXXX XXXX XX 00000 SFD 7.625 6.750 $2,477.28 360 1-Mar-28 $349,468.88
4734418 XXXXXX XX 00000 SFD 7.750 6.750 $1,977.30 360 1-Apr-28 $275,805.20
4734445 XXXXXX XX 00000 SFD 7.375 6.750 $2,210.16 360 1-Apr-28 $319,756.51
4734450 XXXXXXXX XX 00000 SFD 8.000 6.750 $1,337.29 360 1-Apr-28 $182,127.71
4734507 XXXXXXXX XX 00000 SFD 7.250 6.750 $1,814.59 360 1-Apr-28 $265,792.49
4734517 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $1,967.67 360 1-Apr-28 $277,798.79
4734594 XXXXXXXXX XX 00000 SFD 7.500 6.750 $3,244.36 360 1-Apr-28 $463,655.64
4734604 XXXX XXXXX XX 00000 HCO 8.125 6.750 $1,484.99 360 1-Apr-28 $199,869.18
4734618 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,026.07 360 1-May-28 $297,000.00
4734634 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,934.32 360 1-Apr-28 $269,809.43
4734649 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,251.48 360 1-Apr-28 $321,761.02
4734681 XXXXXXXXXX XXXX XX 00000 SFD 7.250 6.750 $1,713.63 360 1-Apr-28 $251,004.04
4735192 XXXXXXX XX 00000 SFD 7.750 6.750 $1,908.53 360 1-Apr-28 $266,211.97
4735222 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,713.08 360 1-Apr-28 $244,818.17
4735237 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,080.92 360 1-Apr-28 $293,787.21
4735238 XXXXXX XXXXXXXX XX 00000 SFD 7.625 6.750 $1,882.73 360 1-Apr-28 $265,807.48
4735621 XXXXX XX 00000 SFD 7.250 6.750 $2,558.17 360 1-Apr-28 $374,707.46
4735853 XXX XXXX XX 00000 SFD 7.375 6.750 $2,527.88 360 1-Apr-28 $365,721.49
4735966 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,229.56 360 1-Apr-28 $314,772.00
4736059 XXX XXXXXX XX 00000 SFD 7.250 6.750 $2,660.49 360 1-Apr-28 $389,695.76
4736130 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $1,716.57 360 1-Mar-28 $245,134.48
4736140 XXXX XXXXX XX 00000 SFD 7.375 6.750 $2,293.05 360 1-Apr-28 $331,747.37
4736150 XXXXXXXX XX 00000 SFD 7.375 6.750 $1,643.81 360 1-Apr-28 $237,818.90
4736253 XXXXXXX XX 00000 SFD 7.625 6.750 $2,335.72 360 1-Apr-28 $329,761.16
4736282 XXXXXXX XX 00000 PUD 7.500 6.750 $1,831.94 360 1-Apr-28 $261,605.56
4736308 XXX XXXXX XX 00000 SFD 7.750 6.750 $1,905.66 360 1-Apr-28 $265,812.26
4736324 XXXX XXXXXX XX 00000 SFD 7.000 6.733 $3,326.51 360 1-Apr-28 $499,590.16
4736341 XXXXXX XX 00000 SFD 7.250 6.750 $1,958.53 360 1-Apr-28 $286,876.03
4736520 XXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,318.20 360 1-Mar-28 $183,739.42
4736595 XXXXXXX XX 00000 SFD 7.750 6.750 $1,759.51 360 1-Apr-28 $245,426.66
4736608 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,564.98 360 1-Apr-28 $375,706.69
4736616 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,057.56 360 1-Apr-28 $290,489.60
4736640 XXXXX XX 00000 SFD 7.625 6.750 $1,684.55 360 1-Apr-28 $237,827.74
4736760 XXXXXXXX XX 00000 SFD 7.625 6.750 $4,442.12 360 1-Apr-28 $627,145.76
4737021 XXXXX XXXX XX 00000 SFD 7.625 6.750 $2,441.89 360 1-May-28 $345,000.00
4737105 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,066.76 360 1-Apr-28 $291,788.66
4737214 XXXX XXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,864.82 360 1-Apr-28 $269,794.56
0000000 XXXXX XXXXXXXX XX 00000 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
4737248 XXXXXXX XX 00000 SFD 7.625 6.750 $3,901.72 360 1-Apr-28 $550,851.01
4737301 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,123.39 360 1-Apr-28 $299,782.86
4737309 XXX XXXXX XX 00000 SFD 7.625 6.750 $2,151.70 360 1-May-28 $304,000.00
4737394 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $1,645.63 360 1-Apr-28 $247,147.24
4737491 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4737592 XXX XXXXX XX 00000 SFD 8.000 6.750 $668.46 360 1-May-28 $91,100.00
4737604 XXXX XXXX XX 00000 SFD 7.375 6.750 $1,795.76 360 1-Apr-28 $259,802.16
4737676 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $618.99 360 1-May-28 $86,400.00
4737704 XXX XXXX XX 00000 SFD 7.500 6.750 $2,624.86 360 1-Apr-28 $375,121.39
4737860 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,206.41 360 1-Apr-28 $319,213.92
4737881 XXXXXXX XX 00000 SFD 7.625 6.750 $1,911.05 360 1-Apr-28 $269,804.58
4738091 XXXXX XX 00000 SFD 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
4738099 XXXXXXX XX 00000 SFD 7.375 6.750 $1,849.63 360 1-Apr-28 $267,596.23
4738106 XXXXXX XX 00000 SFD 7.375 6.750 $1,844.10 360 1-Apr-28 $266,796.84
4738108 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,584.53 240 1-May-18 $327,000.00
4738109 XXXXXX XX 00000 SFD 7.500 6.750 $2,532.90 360 1-Apr-28 $361,981.16
4738143 XXXXXXX XX 00000 SFD 7.250 6.750 $2,346.69 360 1-Mar-28 $343,461.66
4738156 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $3,356.31 360 1-May-28 $492,000.00
4738162 XXXXXX XX 00000 SFD 7.000 6.733 $1,796.32 360 1-Apr-28 $269,778.68
4738203 XXXXXXX XX 00000 SFD 7.500 6.750 $668.28 360 1-Apr-28 $95,504.06
4738210 XXXXX XXX XX 00000 SFD 7.250 6.750 $1,794.12 360 1-Mar-28 $262,588.44
4738220 XX XXXXXXXX XX 00000 SFD 7.625 6.750 $2,786.94 360 1-Mar-28 $393,178.21
4738250 XXXXXX XXXXXX XX 00000 SFD 7.125 6.750 $2,971.10 360 1-Mar-28 $440,292.58
4738406 BEND OR 97701 SFD 7.375 6.750 $1,944.94 360 1-May-28 $281,600.00
4738542 XXXXXXXX XX 00000 SFD 7.250 6.750 $1,619.83 360 1-Apr-28 $237,264.76
4738543 XXXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,020.53 360 1-Apr-28 $302,971.58
4738545 XXXXX XXXX XX 00000 SFD 7.375 6.750 $1,675.92 360 1-Apr-28 $242,465.37
4738550 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,725.01 360 1-Apr-28 $384,721.35
4738561 XXXXXX XXXXXX XX 00000 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4738572 XXX XXXXX XX 00000 SFD 7.500 6.750 $1,610.99 360 1-Apr-28 $230,229.00
4738575 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,254.27 360 1-Apr-28 $322,160.73
4738581 XXX XXXX XX 00000 SFD 8.250 6.750 $1,810.56 360 1-Apr-28 $240,846.32
4738590 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,123.39 360 1-Apr-28 $299,782.86
4738603 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,307.41 360 1-Apr-28 $329,755.09
4738620 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,659.10 360 1-Apr-28 $384,707.05
4738622 XXXXXXX XX 00000 SFD 7.500 6.750 $1,822.86 360 1-Apr-28 $260,506.52
4738630 XXXXXXXXX XX 00000 SFD 7.750 6.750 $2,074.02 360 1-Apr-28 $289,295.67
4738638 XXX XXXX XX 00000 SFD 7.875 6.750 $1,707.54 360 1-May-28 $235,500.00
4738673 XXXXXXX XX 00000 SFD 7.250 6.750 $2,706.88 360 1-May-28 $396,800.00
4738748 XXXXXXXX XX 00000 SFD 7.875 6.750 $1,950.44 360 1-May-28 $269,000.00
4738786 XXXXXXXXXX XX 00000 SFD 7.000 6.733 $3,542.74 360 1-May-28 $532,500.00
4738838 XXXX XX 00000 SFD 7.250 6.750 $1,807.77 360 1-Mar-28 $264,585.29
4738848 XXXXXXX XX 00000 SFD 7.125 6.750 $1,643.87 360 1-Mar-28 $243,210.69
4738858 XXXXX XX 00000 SFD 7.250 6.750 $1,637.23 360 1-Mar-28 $239,624.41
4738924 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
4738948 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $1,361.80 360 1-Apr-28 $192,260.74
4738980 XXXXXXX-XXXXX XX 00000 SFD 7.375 6.750 $2,792.89 240 1-Feb-18 $348,062.60
4738988 XXX XXXXXXX XX 00000 SFD 7.875 6.750 $2,234.74 360 1-Mar-28 $307,784.39
4739018 XXXXXX XX 00000 SFD 7.250 6.750 $1,773.66 360 1-Mar-28 $259,593.12
4739037 XXXXXX XX 00000 SFD 7.625 6.750 $2,063.93 360 1-Mar-28 $291,162.63
4739047 XXXXX XXXXXX XX 00000 SFD 7.000 6.733 $1,616.69 360 1-Mar-28 $242,600.46
4739060 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,692.10 360 1-Apr-28 $241,820.40
4739137 XXX XXXX XX 00000 LCO 8.125 6.750 $564.30 360 1-Apr-28 $75,950.28
4739388 XXXXXXXXX XX 00000 SFD 7.125 6.750 $2,526.45 360 1-May-28 $375,000.00
4739741 XXXX XXXXXXX XX 00000 SFD 8.000 6.750 $1,489.55 360 1-May-28 $203,000.00
4739755 XXXXXXXXX XX 00000 SFD 8.000 6.750 $2,047.21 360 1-May-28 $279,000.00
4739765 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,331.03 360 1-Apr-28 $337,243.19
4739817 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,092.75 360 1-Apr-28 $302,769.44
4739825 XXXXXX XX 00000 SFD 7.500 6.750 $1,720.07 360 1-May-28 $246,000.00
4739857 XXXX XXXX XXXX XX 00000 SFD 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
4739908 XXXXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,242.30 360 1-May-28 $316,800.00
4739992 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,382.83 360 1-May-28 $345,000.00
4740040 XXXXX XXXX XX 00000 SFD 7.500 6.750 $1,258.59 360 1-Apr-28 $179,866.41
4740085 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,320.67 360 1-Mar-28 $335,487.09
4740095 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,582.55 360 1-Apr-28 $369,075.89
4740097 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $3,619.14 360 1-Mar-28 $523,200.10
4740102 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,796.86 360 1-Mar-28 $399,404.42
4740110 XXXX XXXX XX 00000 SFD 7.500 6.750 $3,496.07 360 1-Mar-28 $499,255.54
4740115 XXX XXXXX XX 00000 SFD 7.500 6.750 $2,852.80 360 1-Mar-28 $407,392.51
4740126 XXXXXXXXX XX 00000 SFD 7.750 6.750 $1,898.49 360 1-Mar-28 $264,624.72
4740186 XXXX XXXXXXX XX 00000 SFD 7.500 6.750 $1,985.77 360 1-May-28 $284,000.00
4740264 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $3,375.73 360 1-May-28 $471,200.00
4740271 XX XXXXX XX 00000 SFD 6.875 6.608 $2,069.33 360 1-Apr-28 $314,735.36
4740284 XXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $699.22 360 1-Apr-28 $99,925.78
4740336 XXX XXXXXXX XX 00000 PUD 7.500 6.750 $5,873.41 360 1-May-28 $840,000.00
4740572 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $2,601.77 360 1-Apr-28 $376,413.37
4740646 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,210.17 360 1-Apr-28 $314,756.50
4740711 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $1,118.74 360 1-Mar-28 $159,761.78
4740727 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $3,240.34 360 1-May-28 $475,000.00
4740730 XXXX XXXXXX XX 00000 SFD 7.500 6.750 $1,762.02 360 1-Apr-28 $251,812.98
4740867 XXXXXX XX 00000 SFD 8.000 6.750 $660.39 360 1-Apr-28 $89,939.61
4740926 XXXXXXX XX 00000 SFD 8.000 6.750 $2,171.95 360 1-May-28 $296,000.00
4741108 XXXXXXX XX 00000 SFD 7.375 6.750 $1,640.35 360 1-Apr-28 $237,319.29
4741155 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,300.33 360 1-May-28 $325,000.00
4741359 XXXXXX XX 00000 SFD 7.750 6.750 $3,008.93 360 1-Apr-28 $419,703.57
0000000 XX XXXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,009.89 360 1-Apr-28 $287,236.67
4741407 XXXXX XX 00000 SFD 7.000 6.733 $851.59 360 1-Apr-28 $127,895.08
4741420 XXXXXX XX 00000 SFD 7.875 6.750 $1,790.92 360 1-Apr-28 $246,830.02
4741500 XXXXXXX XX 00000 SFD 7.250 6.750 $3,329.02 360 1-Apr-28 $487,619.31
4741522 XXXXXX XX 00000 SFD 7.125 6.750 $2,021.16 360 1-May-28 $300,000.00
4741545 XXXXX XX 00000 SFD 7.500 6.750 $2,586.40 360 1-Apr-28 $369,625.48
4741573 XXXXXXX XX 00000 SFD 7.875 6.750 $3,074.29 360 1-Apr-28 $423,708.21
4741590 XXXXXXXXX XX 00000 SFD 8.000 6.750 $2,146.27 360 1-May-28 $292,500.00
4741597 XXXX XXXXX XX 00000 SFD 8.000 6.750 $527.58 360 1-Apr-28 $71,851.75
4741643 XXXXXXX XX 00000 SFD 7.050 6.750 $1,807.40 360 1-Mar-28 $269,859.93
4741649 XXXXXX XX 00000 SFD 7.500 6.750 $1,048.82 360 1-Apr-28 $149,888.68
4741651 XXXXXX XX 00000 SFD 7.400 6.750 $1,634.02 360 1-Mar-28 $235,641.52
4741657 XXXXXXXX XX 00000 SFD 7.000 6.733 $2,015.87 360 1-Mar-28 $302,501.81
4741665 XXXXXXXX XX 00000 SFD 7.400 6.750 $2,367.94 360 1-Feb-28 $341,218.38
4741666 XXXXXXX XXXXX XX 00000 SFD 7.450 6.750 $3,096.29 360 1-Mar-28 $444,330.77
4741671 XXXXX XXXX XX 00000 SFD 7.150 6.750 $4,221.30 360 1-Mar-28 $624,002.35
4741694 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,169.95 360 1-Apr-28 $310,109.68
4741699 XXXXXXXX XX 00000 SFD 7.750 6.750 $2,127.75 360 1-Apr-28 $296,790.37
4741700 XXX XXXXX XX 00000 SFD 7.600 6.750 $4,172.91 360 1-Mar-28 $590,137.37
4741717 XXXXXX XX 00000 LCO 7.875 6.750 $1,566.15 360 1-Apr-28 $215,851.35
4741718 XXXXXX XX 00000 SFD 7.625 6.750 $3,538.97 360 1-May-28 $500,000.00
4741719 XXXXX XXXXXXX XX 00000 SFD 7.400 6.750 $3,828.87 360 1-Mar-28 $551,357.55
4741721 XXXXXXXXX XX 00000 SFD 7.150 6.750 $1,729.05 360 1-Mar-28 $255,591.35
4741733 XXXXXXX XX 00000 SFD 7.600 6.750 $3,975.21 360 1-Mar-28 $562,087.29
4741737 XXXXXXX XX 00000 SFD 7.200 6.750 $2,100.85 360 1-Mar-28 $309,010.84
4741771 XXXXXXXXXX XX 00000 SFD 7.100 6.750 $2,301.71 360 1-Mar-28 $341,947.87
4741783 XXXXXXX XX 00000 SFD 7.400 6.750 $3,340.66 360 1-Mar-28 $481,756.13
4741789 XXX XXXX XX 00000 SFD 7.625 6.750 $3,395.29 360 1-Mar-28 $479,003.41
4741793 XXXXXXXX XXXX XX 00000 SFD 7.375 6.750 $1,471.83 360 1-Apr-28 $212,937.85
4741797 XXXXXXXX XX 00000 PUD 7.450 6.750 $2,003.89 360 1-Mar-28 $287,566.88
4741801 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,024.30 360 1-Apr-28 $285,792.99
4741811 XXXXXXXX XX 00000 SFD 7.200 6.750 $5,090.92 360 1-Mar-28 $748,814.61
4741851 XXXXXX XX 00000 SFD 7.625 6.750 $2,010.13 360 1-May-28 $284,000.00
4741900 XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,616.76 360 1-Mar-28 $236,629.12
4741924 XXX XXXXX XX 00000 SFD 7.250 6.750 $2,094.29 360 1-Mar-28 $306,519.55
4741926 XXXXXX XX 00000 SFD 7.450 6.750 $1,802.11 360 1-Mar-28 $258,610.49
4741937 XXX XXXXXXX XX 00000 SFD 7.150 6.750 $1,891.14 360 1-Mar-28 $279,553.06
4741943 XXXXXX XX 00000 SFD 7.375 6.750 $2,348.30 360 1-May-28 $340,000.00
4741949 XXXXX XX 00000 SFD 7.250 6.750 $2,358.97 360 1-May-28 $345,800.00
4741960 XXXX XXXXX XX 00000 LCO 7.625 6.750 $547.12 360 1-Apr-28 $77,244.06
4741968 XXXXXXXXX XX 00000 SFD 7.450 6.750 $1,836.90 360 1-Mar-28 $263,602.97
4741969 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,128.39 360 1-Apr-28 $311,756.61
4741972 XXXXX XXXXX XX 00000 SFD 7.000 6.733 $1,942.69 360 1-Mar-28 $291,519.89
4741974 XXXXXXXXX-XX-XXXXXX XX 00000 SFD 7.450 6.750 $2,783.18 360 1-Mar-28 $399,398.44
4741980 XXXXXX XX 00000 SFD 7.050 6.750 $1,738.53 360 1-Mar-28 $259,576.70
4741993 XXXXXXXXXX XX 00000 SFD 7.050 6.750 $2,621.17 360 1-Mar-28 $391,361.79
4742007 XXXX XXXX XX 00000 SFD 7.750 6.750 $1,970.14 360 1-Apr-28 $274,805.90
4742019 XXXXX XXXXXXX XX 00000 SFD 7.200 6.750 $1,698.33 360 1-Mar-28 $249,804.56
4742042 XXX XXXXXXXX XX 00000 SFD 7.150 6.750 $1,891.14 360 1-Mar-28 $279,553.06
4742049 XXXXXXX XXXXXX XX 00000 SFD 7.100 6.750 $2,970.39 360 1-Mar-28 $441,287.46
4742056 XXXXXX XX 00000 SFD 7.450 6.750 $1,902.31 360 1-Mar-28 $272,988.83
4742109 XXXXXX XXXXXX XX 00000 SFD 7.550 6.750 $2,698.15 360 1-Mar-28 $383,433.92
4742111 XXXXXXX XX 00000 SFD 7.350 6.750 $2,032.47 360 1-Mar-28 $294,547.43
4742113 XXXXXX XX 00000 SFD 7.150 6.750 $2,026.23 360 1-Mar-28 $299,521.12
4742116 XXXXXXXXX XX 00000 SFD 7.450 6.750 $1,899.52 360 1-Mar-28 $272,589.44
4742118 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 7.050 6.750 $2,006.00 360 1-Mar-28 $299,511.57
4742122 XXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $1,962.65 360 1-Mar-28 $294,514.95
4742130 XXXXXXXXX XX 00000 SFD 7.050 6.750 $1,778.65 360 1-Mar-28 $265,566.93
4742138 XXX XXXXX XX 00000 SFD 7.300 6.750 $1,748.21 360 1-Mar-28 $254,604.88
4742148 XXXXXXXX XX 00000 SFD 7.600 6.750 $2,400.66 360 1-Mar-28 $339,503.78
4742153 XXXXXXX XXXXX XX 00000 SFD 7.150 6.750 $1,620.98 360 1-Mar-28 $239,616.90
4742155 XXXXXXX XXXXX XX 00000 SFD 7.050 6.750 $1,578.05 360 1-Mar-28 $235,615.77
4742163 XXXXXXXXX XX 00000 SFD 7.100 6.750 $2,620.93 360 1-Mar-28 $389,371.29
4742164 XXXXXXXXX XX 00000 SFD 7.450 6.750 $3,294.59 360 1-Mar-28 $472,787.91
4742173 XXXXXXX XXXXXXXXX XX 00000 SFD 7.375 6.750 $3,453.38 360 1-Apr-28 $499,619.54
4742180 XXX XXXXX XX 00000 SFD 7.450 6.750 $2,762.31 360 1-Mar-28 $396,402.95
4742182 XXXXXXX XX 00000 SFD 7.875 6.750 $2,247.72 360 1-Apr-28 $309,736.66
4742185 XXXXXXXXX XX 00000 SFD 7.200 6.750 $3,086.45 360 1-Mar-28 $453,981.35
4742186 XXXXXXX XXXX XX 00000 SFD 7.350 6.750 $1,653.54 360 1-Mar-28 $239,631.80
4742189 XXXXXXX XXXX XX 00000 SFD 7.450 6.750 $2,539.65 360 1-Mar-28 $364,289.74
4742195 XXX XXXX XX 00000 SFD 7.200 6.750 $1,661.00 360 1-Mar-28 $244,313.24
4742197 XXXXXXXXX XX 00000 SFD 7.300 6.750 $2,879.40 360 1-Mar-28 $419,349.23
4742198 XXXXXX XXXX XX 00000 SFD 7.400 6.750 $2,010.68 360 1-Mar-28 $289,869.11
4742206 XXXXXXX XX 00000 SFD 7.350 6.750 $1,937.39 360 1-Mar-28 $280,705.61
4742207 XXXXXX XXX XX 00000 SFD 6.900 6.633 $1,675.48 360 1-Mar-28 $253,973.42
4742212 XXX XXXXXXXXX XX 00000 SFD 7.150 6.750 $2,064.72 360 1-Mar-28 $305,010.84
4742216 XXXXXXXX XXXXXXX XX 00000 SFD 7.200 6.750 $3,108.85 360 1-Mar-28 $457,276.13
4742219 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,537.70 360 1-Mar-28 $371,417.85
4742231 XX XXXXX XX 00000 SFD 7.300 6.750 $2,913.68 360 1-Mar-28 $424,341.48
4742232 XXXXXXXX XX 00000 SFD 7.550 6.750 $2,796.52 360 1-Mar-28 $397,413.28
4742236 XXX XXXX XX 00000 SFD 7.650 6.750 $2,128.55 360 1-Mar-28 $299,566.52
4742239 XXXXXXXX XX 00000 SFD 7.150 6.750 $2,032.98 360 1-Mar-28 $300,519.53
4742243 XXXXXXX XX 00000 SFD 7.750 6.750 $3,008.94 360 1-Apr-28 $419,703.56
4742248 XXXXXX XXXX XX 00000 SFD 7.350 6.750 $1,650.78 360 1-Mar-28 $239,232.42
4742249 XXXXXX XXXX XX 00000 SFD 7.300 6.750 $1,611.10 360 1-Mar-28 $234,596.72
4742251 XXXXXX XX 00000 SFD 7.450 6.750 $4,035.61 360 1-Mar-28 $579,127.74
4742258 XXXX XXXXX XX 00000 SFD 7.600 6.750 $2,033.50 360 1-Mar-28 $287,579.67
4742270 XXXXXXXX XX 00000 SFD 7.450 6.750 $1,976.06 360 1-Mar-28 $283,572.89
4742274 XXXXXX XX 00000 SFD 7.450 6.750 $1,686.61 360 1-Mar-28 $242,035.45
4742277 XXXXXXX XX 00000 SFD 7.150 6.750 $3,377.04 360 1-Feb-28 $498,799.25
4742290 XXXXX XXXXXX XX 00000 LCO 7.300 6.750 $2,906.83 360 1-Mar-28 $423,343.01
4742297 XXXXXXXX XX 00000 SFD 7.150 6.750 $1,857.37 360 1-Mar-28 $274,561.04
4742304 XXXXX XXX XX 00000 SFD 7.250 6.750 $2,193.88 360 1-Mar-28 $321,096.72
4742315 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,056.77 360 1-May-28 $301,500.00
4742316 XXX XXXXX XX 00000 SFD 7.450 6.750 $2,623.84 360 1-Mar-28 $376,331.65
4742381 XXXXXX XX 00000 SFD 7.500 6.750 $2,796.86 360 1-Apr-28 $399,703.14
4742439 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,794.06 360 1-Apr-28 $399,303.44
4742476 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,104.64 360 1-Apr-28 $300,776.61
4742482 XXXXXX XX 00000 SFD 7.375 6.750 $1,801.29 360 1-Apr-28 $260,601.54
4742500 XXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $1,828.24 360 1-May-28 $268,000.00
4742505 XXXXX XXXX XX 00000 SFD 7.250 6.750 $3,581.43 360 1-Apr-28 $524,569.97
4742527 XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,739.55 360 1-Apr-28 $254,801.08
4742685 XXXX XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,213.62 360 1-Apr-28 $320,256.12
4742725 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,490.96 360 1-Apr-28 $355,985.60
4742820 XXX XXXX XX 00000 COP 7.500 6.750 $2,202.53 360 1-May-28 $315,000.00
4742843 XXXXX XXXXX XX 00000 SFD 7.125 6.750 $1,972.65 360 1-Apr-28 $292,565.85
4742865 SUN XXXXXX XX 00000 SFD 7.125 6.750 $2,122.22 360 1-May-28 $315,000.00
4743006 XXX XXXXXXX XX 00000 LCO 7.500 6.750 $839.06 360 1-May-28 $120,000.00
4743150 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,780.90 360 1-Apr-28 $254,510.98
4743364 XXXX-XXXXX XX 00000 SFD 7.625 6.750 $1,840.26 360 1-Apr-28 $259,811.82
4743384 XXXXX XX 00000 SFD 7.500 6.750 $1,727.06 360 1-Apr-28 $246,816.69
4743472 XXXXXXXX XX 00000 SFD 7.375 6.750 $1,792.31 360 1-May-28 $259,500.00
4743792 XXXXXXXX XX XXXXXXXX XX 00000 SFD 7.625 6.750 $2,615.00 300 1-May-23 $350,000.00
4743794 XXXXXXXXX XX 00000 SFD 7.625 6.750 $1,701.18 360 1-Apr-28 $240,176.04
4743806 XXXXXXXX XX 00000 SFD 7.875 6.750 $1,554.55 360 1-Feb-28 $213,954.45
4743851 XXXXX XX 00000 SFD 7.500 6.750 $2,024.93 360 1-Apr-28 $289,385.07
4743947 XXXX XXXX XX 00000 SFD 7.625 6.750 $2,937.35 360 1-May-28 $415,000.00
4743971 XXXXX XX 00000 SFD 7.500 6.750 $2,276.65 360 1-May-28 $325,600.00
4744067 XXXXXX XX 00000 SFD 7.500 6.750 $2,132.61 360 1-Feb-28 $304,316.67
4744069 XXXXXXXXXX XX 00000 SFD 7.875 6.750 $1,751.04 360 1-Dec-27 $240,658.05
4744072 BONNY XXXX XX 00000 SFD 7.375 6.750 $2,375.93 360 1-Mar-28 $343,474.87
4744080 XXXXXXX XX 00000 SFD 7.875 6.750 $2,186.08 360 1-Dec-27 $300,448.87
4744117 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $1,015.26 360 1-Feb-28 $144,874.70
4744138 XXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,444.29 360 1-Feb-28 $201,170.38
4744146 XXXXXXXXX XX 00000 SFD 7.750 6.750 $631.88 360 1-Feb-28 $88,012.04
4744154 XXXXXX XX 00000 SFD 7.250 6.750 $1,841.88 360 1-Feb-28 $269,364.29
4744180 XXXXXXX XX 00000 SFD 7.125 6.750 $2,896.99 360 1-Apr-28 $429,656.14
4744186 XXXXXX XXXX XX 00000 SFD 7.750 6.750 $1,217.91 360 1-Feb-28 $169,637.70
4744201 XXX XXXX XX 00000 SFD 7.500 6.750 $2,490.95 360 1-Feb-28 $355,451.88
4744287 XXXX XXXX XX 00000 SFD 7.375 6.750 $3,011.34 360 1-Apr-28 $435,668.24
4744324 XXXXXXX XX 00000 SFD 7.250 6.750 $3,121.64 360 1-Apr-28 $457,243.03
4744373 XXXX XXXXXXXXXX XX 00000 SFD 6.875 6.608 $1,783.56 360 1-Mar-28 $271,042.50
4744374 XXXXXX XX 00000 SFD 7.250 6.750 $2,073.82 360 1-Apr-28 $303,762.85
4744415 XXX XXXXX XX 00000 SFD 7.500 6.750 $622.30 360 1-May-28 $89,000.00
4744446 XXXXXXX XX 00000 SFD 7.875 6.750 $1,946.82 360 1-Mar-28 $268,125.16
4744461 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,740.93 360 1-Apr-28 $391,709.07
4744485 XXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,331.88 360 1-Apr-28 $333,252.50
4744522 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $988.48 360 1-Apr-28 $144,786.96
4744582 XXXXXX XX 00000 SFD 7.625 6.750 $1,677.47 360 1-Apr-28 $236,828.47
4744635 XXXX XXXXXXX XX 00000 SFD 7.250 6.750 $1,647.46 360 1-Apr-28 $241,311.61
4744848 XXXXXXXXX XX 00000 PUD 7.250 6.750 $2,286.66 360 1-May-28 $335,200.00
4745040 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,293.04 360 1-Apr-28 $331,747.38
4745087 XXXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,852.11 360 1-May-28 $258,525.00
4745210 XXXX XXXXXXX XX 00000 SFD 7.375 6.750 $2,072.03 360 1-Apr-28 $299,771.72
4745211 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $1,929.84 360 1-May-28 $276,000.00
4745266 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,764.12 360 1-May-28 $252,300.00
4745456 XXXX XXXX XXXX XX 00000 SFD 7.250 6.750 $2,421.73 360 1-Apr-28 $354,723.06
4745534 XXXXXX XX 00000 SFD 7.625 6.750 $1,947.14 360 1-Apr-28 $274,900.90
4745594 XXXXXXXXX XX 00000 SFD 7.750 6.750 $7,164.13 360 1-Apr-28 $999,294.20
4745694 XXXXXXXX XX 00000 SFD 7.375 6.750 $3,038.97 360 1-Apr-28 $439,665.20
4745715 XXX XXXXX XX 00000 SFD 7.125 6.750 $2,102.00 360 1-May-28 $312,000.00
4745779 FORT XXXXX XXXXX XX 00000 SFD 8.000 6.750 $4,061.39 360 1-May-28 $553,500.00
4745851 XXXXXXXX XX 00000 SFD 7.250 6.750 $2,353.51 360 1-May-28 $345,000.00
4746281 XXXXXXXXXXXXX XX 00000 SFD 6.875 6.608 $1,497.80 360 1-Apr-28 $227,808.45
4746332 XXXXXXX XX 00000 SFD 7.125 6.750 $1,819.04 360 1-Apr-28 $269,784.09
4746480 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,517.17 360 1-Apr-28 $359,634.99
4746547 XXXX XXXXXX XX 00000 SFD 7.375 6.750 $2,213.62 360 1-May-28 $320,500.00
4746559 XXXXXXX XX 00000 SFD 7.625 6.750 $2,434.82 360 1-May-28 $344,000.00
4746569 XXXXXXXXXX XX 00000 SFD 7.500 6.750 $3,013.61 360 1-May-28 $431,000.00
4746609 XXX XXXX XX 00000 LCO 7.750 6.750 $2,005.96 360 1-May-28 $280,000.00
4746628 XXX XXXXXXXX XX 00000 SFD 7.675 6.750 $2,190.61 360 1-Apr-28 $307,779.31
4746631 XXXXXXX XXXX XX 00000 SFD 7.625 6.750 $3,057.67 360 1-May-28 $432,000.00
4746688 XXXXXX XX 00000 SFD 7.500 6.750 $1,943.82 360 1-Apr-28 $277,793.68
4746700 XXXXXX XX 00000 SFD 7.750 6.750 $1,405.61 360 1-Apr-28 $196,061.52
4746769 XXXX XXXXXX XX 00000 PUD 7.625 6.750 $2,118.08 360 1-May-28 $299,250.00
4746771 XXX XXXXX XX 00000 SFD 7.500 6.750 $2,457.74 360 1-Apr-28 $351,239.14
4746777 XXXXXXX XX 00000 SFD 7.250 6.750 $2,387.62 360 1-Apr-28 $349,726.97
4746786 XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,644.04 360 1-Apr-28 $240,812.00
4746845 XXX XXXX XX 00000 SFD 7.625 6.750 $1,663.32 360 1-Apr-28 $234,829.91
4747020 XXXXXXX XX 00000 SFD 7.375 6.750 $3,989.34 360 1-May-28 $577,600.00
4747164 XXXXXXX XX 00000 SFD 7.375 6.750 $1,621.71 360 1-Apr-28 $234,621.33
4747242 XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,973.13 360 1-Apr-28 $281,982.57
4747298 XXXXXXX XX 00000 SFD 7.250 6.750 $3,288.09 360 1-May-28 $482,000.00
4747404 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,674.20 360 1-Mar-28 $242,029.97
4747475 XXXXXXX XX 00000 SFD 7.750 6.750 $1,734.43 360 1-Apr-28 $241,929.14
4747698 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,624.57 360 1-May-28 $380,000.00
4747844 XX XXXXXXX XX 00000 SFD 7.375 6.750 $2,072.03 360 1-May-28 $300,000.00
4747867 XXXX XX 00000 SFD 7.875 6.750 $2,370.02 240 1-Apr-18 $285,506.86
4747870 XXXXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,597.05 360 1-Apr-28 $380,403.02
4747881 XXXXXXXX XX 00000 THS 8.000 6.750 $1,797.73 360 1-May-28 $245,000.00
4747948 XXX XXXXXXX XX 00000 SFD 7.400 6.750 $2,651.82 360 1-Mar-28 $382,418.24
4747968 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.550 6.750 $3,161.89 360 1-Mar-28 $449,336.64
4748027 XXXXX XXXXX XX 00000 SFD 7.550 6.750 $1,826.87 360 1-Mar-28 $259,616.72
4748038 XXX XXXXX XX 00000 SFD 7.300 6.750 $1,782.49 360 1-Mar-28 $259,597.13
4748055 XXXXXX XXXX XX 00000 SFD 7.550 6.750 $1,798.06 360 1-Mar-28 $255,522.77
4748071 XXXXXXXX XX 00000 SFD 7.500 6.750 $3,146.47 360 1-Mar-28 $449,329.97
4748093 XXXXXX XX 00000 SFD 7.650 6.750 $2,447.83 360 1-Mar-28 $344,493.33
4748097 XXX XXXXX XX 00000 SFD 7.200 6.750 $3,920.01 360 1-Mar-28 $576,587.25
4748112 XXXXX XX 00000 SFD 7.450 6.750 $2,727.52 360 1-Mar-28 $391,410.48
4748119 XXX XXXXX XX 00000 SFD 7.250 6.750 $1,671.34 360 1-Mar-28 $244,616.58
4748128 XXXXX XXXX XX 00000 SFD 7.750 6.750 $2,865.65 360 1-Mar-28 $399,433.54
4748132 XXXXXXX XX 00000 SFD 7.350 6.750 $3,003.92 360 1-Mar-28 $435,331.12
4748148 XXXXX XXXX XX 00000 SFD 7.650 6.750 $2,043.41 360 1-Mar-28 $287,583.86
4748168 XXXXXX XX 00000 SFD 7.500 6.750 $2,097.65 360 1-Mar-28 $299,553.31
4748182 MONTE XXXXXX XX 00000 SFD 7.400 6.750 $5,329.94 360 1-Mar-28 $768,630.73
4748183 XXXX XXX XX 00000 HCO 7.500 6.750 $517.42 360 1-May-28 $74,000.00
4748217 XXXXXXX XX 00000 SFD 7.500 6.750 $1,795.59 360 1-Mar-28 $256,417.63
4748434 XX XXXXX XX 00000 SFD 7.625 6.750 $1,757.81 360 1-Apr-28 $248,170.25
4748757 XXXXXX XXXX XX 00000 SFD 7.875 6.750 $1,997.57 360 1-May-28 $275,500.00
4748770 XXXXXX XX 00000 SFD 7.375 6.750 $2,210.16 360 1-May-28 $320,000.00
4748796 XXXXXXXX XX 00000 LCO 7.500 6.750 $2,167.57 360 1-Apr-28 $309,769.93
4748937 XXXXXXXX XX 00000 SFD 7.350 6.750 $2,149.60 360 1-Mar-28 $311,521.34
4748967 XXX XXXX XX 00000 SFD 7.350 6.750 $2,101.37 360 1-Mar-28 $304,532.09
4749000 XXXXX XXXX XX 00000 SFD 7.550 6.750 $4,426.65 360 1-Mar-28 $629,071.29
4749007 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,654.23 360 1-May-28 $375,000.00
4749033 XXX XXXX XX 00000 SFD 7.625 6.750 $1,783.65 360 1-May-28 $252,000.00
4749229 XXXXXX XX 00000 SFD 7.400 6.750 $2,077.14 360 1-Mar-28 $299,544.32
4749242 XXXXXXX XXXX XX 00000 SFD 7.450 6.750 $1,802.11 360 1-Feb-28 $258,413.92
4749252 XXX XXXXXX XX 00000 SFD 7.150 6.750 $1,729.05 360 1-Mar-28 $255,519.98
4749269 XXXXXXXX XXXXXXX XX 00000 SFD 7.550 6.750 $1,826.87 360 1-Mar-28 $259,616.72
4749290 XXXXXXXX XX 00000 SFD 7.450 6.750 $1,655.99 360 1-Mar-28 $237,642.08
4749303 DOBBS XXXXX XX 00000 SFD 7.650 6.750 $1,965.36 360 1-Mar-28 $276,599.76
4749310 XXXXXXXXXXXXX XX 00000 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
4749353 XXXXXX XX 00000 SFD 7.500 6.750 $2,421.04 360 1-May-28 $346,250.00
4749357 XXXXX XXXX XX 00000 SFD 7.300 6.750 $2,577.75 360 1-Mar-28 $375,417.40
4749362 XXXXXXXXX XX 00000 SFD 7.300 6.750 $2,056.72 360 1-Mar-28 $299,535.15
4749372 XXXXXX XX 00000 SFD 7.350 6.750 $1,901.57 360 1-Mar-28 $275,576.57
4749374 XXXXX XX 00000 SFD 7.500 6.750 $1,157.21 360 1-Apr-28 $165,377.17
4749386 XXXXX XXXXXXX XX 00000 SFD 7.200 6.750 $1,920.98 360 1-Mar-28 $282,552.70
4749402 XXXXXXX XX 00000 SFD 7.200 6.750 $2,443.64 360 1-Mar-28 $359,431.02
4749406 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4749414 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $4,289.69 360 1-Mar-28 $612,586.53
4749528 XXXXXXXXXXX XX 00000 SFD 7.250 6.750 $3,248.45 240 1-Apr-18 $410,234.68
4749571 XXXXXXXXXXX XX 00000 SFD 7.000 6.733 $1,833.57 360 1-May-28 $275,600.00
4749654 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,346.69 360 1-Apr-28 $343,731.64
4749672 XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,807.77 360 1-Apr-28 $264,793.28
4749678 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,735.87 360 1-Apr-28 $242,128.98
4749688 XXXXXXXXXX XX 00000 SFD 7.125 6.750 $1,681.61 360 1-Apr-28 $249,400.39
4749712 XXXXXX XX 00000 SFD 7.375 6.750 $2,072.03 360 1-Apr-28 $299,771.72
4749985 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 7.500 6.750 $1,817.96 360 1-Apr-28 $259,807.04
4750067 XXXXXXXX XX 00000 SFD 7.875 6.750 $4,712.96 360 1-May-28 $650,000.00
4750124 XXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,011.94 360 1-May-28 $291,300.00
4750168 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $1,911.04 360 1-Apr-28 $269,804.59
4750902 XXX XXXXX XX 00000 SFD 7.500 6.750 $4,747.67 360 1-Apr-28 $678,496.08
4751016 XXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,723.23 360 1-Apr-28 $249,310.16
4751288 XXXXXXXXX XX 00000 SFD 7.875 6.750 $2,153.46 360 1-May-28 $297,000.00
4751309 XXXXXXXX XX 00000 PUD 7.125 6.750 $1,940.31 360 1-Apr-28 $287,769.69
4751747 XXX XXXXXXXXX XX 00000 LCO 7.250 6.750 $2,130.44 360 1-Apr-28 $312,056.37
4751776 XXXXX XXXXX XX 00000 SFD 7.375 6.750 $1,902.81 360 1-Apr-28 $275,290.37
4751922 XXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,032.66 360 1-Apr-28 $294,076.06
4751930 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $1,626.99 360 1-Apr-28 $238,313.95
4751943 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $2,195.93 360 1-Apr-28 $321,648.88
4751968 EL XXXXXX XX 00000 SFD 7.250 6.750 $2,182.97 360 1-Apr-28 $319,750.36
4751974 BREA CA 92821 SFD 7.625 6.750 $1,946.43 360 1-Apr-28 $274,800.97
4751981 XX XXXXX XX 00000 SFD 7.625 6.750 $1,677.47 360 1-Apr-28 $236,828.47
4751991 XXXXXXXX XX 00000 SFD 7.625 6.750 $1,691.63 360 1-Apr-28 $238,827.02
4752000 TRABUCO XXXXXX XXXX XX 00000 SFD 7.625 6.750 $1,978.28 360 1-Apr-28 $279,297.71
4752013 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $1,668.62 360 1-Apr-28 $235,579.37
0000000 XXXXXXX XXXXXX XXXX XX 00000 SFD 6.875 6.608 $1,852.54 360 1-Apr-28 $281,763.09
4752034 XXXXXXXX XX 00000 SFD 7.375 6.750 $1,792.65 360 1-Apr-28 $259,352.50
4752035 LA CANADA XXXXXXXXXX XX 00000 SFD 7.000 6.733 $2,128.97 360 1-Apr-28 $319,737.70
4752049 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $1,854.42 360 1-Apr-28 $261,764.79
4752058 XXXXXXXX XXXX XX 00000 SFD 7.750 6.750 $2,154.97 360 1-Apr-28 $300,587.70
4752076 XXXXXX XXXX XX 00000 SFD 7.750 6.750 $2,722.37 360 1-Apr-28 $379,731.80
4752080 XXXX XXXXX XX 00000 SFD 7.625 6.750 $1,833.19 360 1-Apr-28 $258,812.54
4752159 XXXXXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $1,662.04 360 1-May-28 $237,700.00
4752423 BEND OR 97701 SFD 7.250 6.750 $1,918.62 360 1-Apr-28 $281,030.60
4752491 XXXXXXX XX 00000 SFD 7.750 6.750 $859.70 360 1-Apr-28 $119,915.30
4752496 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,730.56 360 1-Apr-28 $247,316.32
4752595 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $2,132.11 360 1-Apr-28 $308,465.11
4752752 XXXXXX XXXXX XX 00000 SFD 7.250 6.750 $1,712.95 360 1-Apr-28 $250,904.11
4752758 XXXXXXXX XX 00000 SFD 7.625 6.750 $1,900.43 360 1-Apr-28 $268,305.66
4752765 XX XXXXXXXXX XX 00000 SFD 7.250 6.750 $1,678.16 360 1-Apr-28 $245,808.09
4752776 XXXXXXXX XX 00000 SFD 7.375 6.750 $2,103.11 360 1-Apr-28 $304,268.30
4752783 XXX XXXX XX 00000 SFD 7.250 6.750 $2,455.84 360 1-Apr-28 $359,719.16
4752789 XXXXXXXX XX 00000 SFD 7.000 6.733 $1,763.05 360 1-Apr-28 $264,782.78
4752798 LOS XXXXXXXX XX 00000 SFD 7.625 6.750 $1,670.39 360 1-Apr-28 $235,829.19
4752802 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,339.97 360 1-Apr-28 $330,360.72
4752813 XXXXXXX XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,694.48 360 1-Apr-28 $404,668.02
4752827 XXXXXXXX XX 00000 SFD 7.500 6.750 $2,684.99 360 1-Apr-28 $383,715.01
4752833 XXXXXX XX 00000 SFD 7.500 6.750 $2,090.66 360 1-May-28 $299,000.00
4753348 XXXXX XXXXXXX XX 00000 SFD 7.875 6.750 $3,172.18 360 1-Apr-28 $437,198.91
4753572 XXXXX XXXXXXX XX 00000 SFD 7.250 6.750 $2,489.95 360 1-Apr-28 $364,715.26
4753579 XXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $1,948.64 360 1-Apr-28 $271,808.03
4753587 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,941.59 360 1-Apr-28 $415,299.20
4753603 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $3,041.59 360 1-Apr-28 $434,677.16
4753611 XXXXXXX XXXXX XX 00000 LCO 7.625 6.750 $1,652.70 360 1-Apr-28 $233,331.00
4753647 XXXXX XXXX XX 00000 SFD 7.375 6.750 $1,761.22 360 1-Apr-28 $254,805.97
4753656 XXXXXX XXXX XX 00000 SFD 7.250 6.750 $1,691.80 360 1-Apr-28 $247,806.53
4753660 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $1,790.72 360 1-Apr-28 $252,816.88
4753672 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,710.42
4753681 XXXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,619.56 360 1-Apr-28 $383,700.44
4753691 XXXXXXXX XXXXXXX XXXX XX 00000 SFD 7.250 6.750 $2,298.25 360 1-Apr-28 $336,637.19
4753698 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $1,811.95 360 1-Apr-28 $255,814.72
4753709 XXXXX XXXXX XX 00000 SFD 8.000 6.750 $1,138.44 360 1-Apr-28 $155,045.89
4753731 XXXXXXX XX 00000 SFD 7.625 6.750 $2,229.55 360 1-Apr-28 $314,772.01
4753735 XXXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $1,949.97 360 1-Apr-28 $275,300.60
4753751 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $1,765.52 360 1-May-28 $252,500.00
4753957 XXXXXX XX 00000 SFD 7.250 6.750 $1,868.14 360 1-Apr-28 $273,636.37
4753982 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $1,930.09 360 1-Apr-28 $279,237.36
4753988 XXXXXXXXX XX 00000 SFD 7.625 6.750 $2,353.42 360 1-Apr-28 $331,612.76
4753994 XXX XXXXXX XX 00000 SFD 7.625 6.750 $2,229.55 360 1-Apr-28 $314,772.01
4753998 XXXX XXXXX XX 00000 LCO 7.625 6.750 $1,632.88 360 1-Apr-28 $230,533.03
4754001 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $2,887.80 360 1-Apr-28 $407,704.70
4754003 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $1,727.06 360 1-Apr-28 $246,816.69
4754006 XXX XXXX XX 00000 SFD 7.250 6.750 $1,652.23 360 1-Apr-28 $242,011.06
4754012 XXXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,499.90 360 1-Apr-28 $361,674.58
4754014 XXXX XXXXX XX 00000 SFD 7.250 6.750 $2,220.49 360 1-Apr-28 $325,245.24
4754019 XXXXXXXX XXXX XX 00000 SFD 7.625 6.750 $2,371.11 360 1-Apr-28 $334,757.54
4754025 XXXXX XXXXX XX 00000 SFD 7.625 6.750 $1,840.27 360 1-Apr-28 $259,700.90
4754026 XXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $1,870.00 360 1-Apr-28 $270,543.98
4754027 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $2,063.58 360 1-Apr-28 $302,264.02
4754143 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $1,712.88 360 1-Apr-28 $247,811.29
4754178 XXXX XXXXXXXXXX XX 00000 SFD 7.550 6.750 $1,756.61 360 1-Mar-28 $249,631.47
4754183 XXXXXXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,937.18 360 1-Apr-28 $270,209.15
4754187 XXXXXXX XXXXX XX 00000 HCO 7.625 6.750 $1,297.39 360 1-Apr-28 $183,167.33
4754192 XXXX XXXXXX XX 00000 SFD 7.625 6.750 $2,010.14 360 1-Apr-28 $283,794.44
4754199 XXXXXXXXX XX 00000 SFD 8.000 6.750 $975.91 360 1-Apr-28 $132,910.76
4754202 XXX XXXX XX 00000 SFD 7.250 6.750 $2,524.06 360 1-Apr-28 $369,711.36
4754416 XXX XXXXXX XX 00000 SFD 7.500 6.750 $3,635.92 360 1-May-28 $520,000.00
4754489 XXXXXXXXXX XX 00000 SFD 7.550 6.750 $1,869.03 360 1-Mar-28 $265,607.88
4754498 XXXX XXXXX XX 00000 SFD 7.800 6.750 $1,658.59 360 1-Dec-27 $229,584.52
4754505 XXXXXX XXXXXX XX 00000 SFD 7.200 6.750 $1,839.52 360 1-Mar-28 $207,193.68
4754512 XXXXXXX XX 00000 SFD 7.350 6.750 $1,653.54 360 1-Mar-28 $239,631.80
4754515 XXXXXXXXX XX 00000 SFD 7.400 6.750 $1,855.58 360 1-Mar-28 $267,548.24
4754522 XXXXXX XXXXX XX 00000 SFD 7.650 6.750 $1,915.69 360 1-Mar-28 $269,609.89
4754535 XXXXX XXXXXXX XX 00000 SFD 7.350 6.750 $2,928.14 360 1-Mar-28 $424,347.99
4754543 XXX XXXXX XX 00000 SFD 7.600 6.750 $2,428.90 360 1-Mar-28 $343,497.96
4754549 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.200 6.750 $2,009.22 360 1-Mar-28 $295,532.17
4754559 XXXXX XX 00000 SFD 7.300 6.750 $1,744.10 360 1-Mar-28 $254,005.81
4754563 XXXXXXXXX XX 00000 SFD 7.450 6.750 $2,532.69 360 1-Mar-28 $363,452.59
4754569 XXXXXX XXXX XX 00000 SFD 7.400 6.750 $2,049.45 360 1-Mar-28 $295,550.39
4754575 XXXXXXXX XX 00000 SFD 7.300 6.750 $1,919.60 360 1-Mar-28 $279,566.15
4754587 XXXXX XXXXXXX XX 00000 SFD 7.400 6.750 $2,492.57 360 1-Mar-28 $359,453.18
4754668 COVINA CA 91724 SFD 7.350 6.750 $2,093.79 360 1-Mar-28 $303,433.78
4754671 XXXXXXXXX XX 00000 SFD 7.450 6.750 $2,226.55 360 1-Mar-28 $319,518.75
4754672 XXXXXXX XXXXX XX 00000 SFD 7.400 6.750 $4,434.01 360 1-Mar-28 $639,427.26
4754673 XXXXXX XX 00000 SFD 7.150 6.750 $2,471.99 360 1-Mar-28 $365,415.79
4754676 XXXXX XXXXXXX XX 00000 SFD 7.150 6.750 $1,877.64 360 1-Mar-28 $277,556.24
4754678 XXXXXXXX XXXX XX 00000 SFD 7.650 6.750 $2,156.93 360 1-Mar-28 $303,560.75
4754680 XXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $1,732.73 360 1-Mar-28 $253,602.51
4754684 XXX XXXXXXXXX XX 00000 SFD 7.100 6.750 $1,841.37 360 1-Mar-28 $273,500.37
4754686 XXXXXX XXXX XX 00000 SFD 7.500 6.750 $1,901.87 360 1-Mar-28 $271,595.00
4754688 XXX XXXX XX 00000 SFD 7.350 6.750 $1,736.21 360 1-Mar-28 $251,613.40
0000000 XXXXXX XXXXX XX 00000 SFD 7.350 6.750 $2,808.94 360 1-Mar-28 $407,074.54
4754700 XXX XXXX XX 00000 SFD 7.550 6.750 $3,133.79 360 1-Mar-28 $440,311.07
4754713 XXXXXXX XXXXX XX 00000 SFD 7.200 6.750 $1,615.52 360 1-Mar-28 $237,623.84
4754714 XXXX XXX XX 00000 HCO 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4754717 XXXXXXX XXXX XX 00000 SFD 7.350 6.750 $1,660.43 360 1-Mar-28 $240,277.52
4754721 XXX XXXXXXX XX 00000 SFD 7.400 6.750 $2,084.07 360 1-Mar-28 $300,542.80
4754725 XXXX XXXX XX 00000 SFD 7.500 6.750 $3,006.63 360 1-Mar-28 $429,359.75
4754726 XXXXXXX XXXXX XX 00000 SFD 7.150 6.750 $1,722.29 360 1-Mar-28 $254,542.66
4754731 XXXXXXX XXXXXX XX 00000 SFD 7.350 6.750 $1,619.09 360 1-Mar-28 $234,639.48
4754733 XXXXXXXXX XX 00000 SFD 7.500 6.750 $2,482.22 360 1-Mar-28 $354,453.53
4754738 XXX XXXXXX XX 00000 SFD 7.250 6.750 $2,401.27 360 1-Mar-28 $351,449.14
4754740 CORTE XXXXXX XX 00000 SFD 7.400 6.750 $2,017.60 360 1-Mar-28 $290,957.38
4754741 XXXX XXXXX XX 00000 SFD 7.150 6.750 $2,127.54 360 1-Mar-28 $314,285.46
4754747 XXX XXXX XXXXXX XX 00000 SFD 7.550 6.750 $3,091.63 360 1-Mar-28 $439,351.37
4754748 XXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $2,275.34 360 1-Mar-28 $341,437.69
4754754 XXXXXX XX 00000 SFD 7.500 6.750 $2,608.08 360 1-Mar-28 $372,444.61
4754756 XXX XXXX XX 00000 SFD 7.350 6.750 $2,618.10 360 1-Mar-28 $379,417.03
4754761 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $2,272.45 360 1-Mar-28 $324,516.10
4754764 XXXXXXX XXXXX XX 00000 SFD 7.550 6.750 $1,607.65 360 1-Mar-28 $228,462.71
4754772 XXXXXXXXXX XX 00000 SFD 7.200 6.750 $1,832.73 360 1-Mar-28 $269,573.27
4754777 XXXXX XX 00000 SFD 7.550 6.750 $1,131.96 360 1-Mar-28 $160,862.52
4754778 XXXXXX XXXXX XX 00000 SFD 7.875 6.750 $2,936.54 360 1-May-28 $405,000.00
4754782 XXXXXXX XX 00000 SFD 7.550 6.750 $2,670.04 360 1-Mar-28 $379,439.83
4754786 XXXXXXX XXXXX XX 00000 SFD 7.600 6.750 $2,259.44 360 1-Mar-28 $319,532.99
4754793 XXXX XXXXX XX 00000 SFD 7.800 6.750 $507.51 360 1-Jan-28 $70,301.04
4754803 XXXX XXXXX XX 00000 SFD 7.550 6.750 $2,037.67 360 1-Nov-27 $287,681.63
4754830 XXX XXXX XXXXXX XX 00000 SFD 7.500 6.750 $2,236.79 360 1-Mar-28 $319,423.70
4754831 XXXXXX XX 00000 SFD 7.450 6.750 $1,877.26 360 1-Mar-28 $269,394.25
4754843 XXXXXXX XXXX XX 00000 SFD 7.200 6.750 $1,832.73 360 1-Mar-28 $269,573.27
4754844 LA CANADA XXXXXXXXXX XX 00000 SFD 7.350 6.750 $1,722.44 360 1-Mar-28 $249,616.45
4754852 XXXXXXXX XX 00000 PUD 7.350 6.750 $1,825.78 360 1-Mar-28 $264,593.46
4754853 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $2,006.75 360 1-Mar-28 $286,572.67
4754861 XXXXXXXXX XX 00000 SFD 7.350 6.750 $2,790.34 360 1-Mar-28 $404,368.96
4754865 XXXXXX XXXXX XX 00000 SFD 7.800 6.750 $2,591.54 360 1-Mar-28 $359,495.29
4754889 XXXX XXXXXX XX 00000 SFD 7.250 6.750 $1,875.99 360 1-Mar-28 $274,569.65
4754895 XXXX XXXXXX XX 00000 SFD 7.350 6.750 $2,886.80 360 1-Mar-28 $418,357.20
4754904 XXXXXX XX 00000 SFD 7.600 6.750 $2,002.43 360 1-Mar-28 $283,186.10
4754908 XXXXXXX XX 00000 SFD 7.750 6.750 $2,464.46 360 1-Mar-28 $343,512.85
4754918 XXXXXX XX 00000 SFD 7.300 6.750 $1,727.64 360 1-Mar-28 $251,609.54
4754920 XXXXXXXXX XX 00000 SFD 7.550 6.750 $2,445.20 360 1-Mar-28 $347,487.00
4754927 XXXXXX XXXXXX XX 00000 SFD 7.200 6.750 $2,267.16 360 1-Mar-28 $332,734.87
4755094 XXXXX XXXXXXX XX 00000 SFD 7.300 6.750 $1,755.07 360 1-Mar-28 $255,603.33
4755111 XXXXXX XX 00000 SFD 7.800 6.750 $2,631.85 360 1-Jan-28 $364,568.20
4755122 XXXXXXXXXX XX 00000 SFD 7.850 6.750 $651.01 360 1-Nov-27 $89,620.27
4755128 XXXXXXXXX XX 00000 SFD 7.950 6.750 $506.09 360 1-Dec-27 $69,061.98
4755139 XXXXXX XX 00000 SFD 7.300 6.750 $1,568.59 360 1-Mar-28 $228,445.49
4755150 XXXXXX XX 00000 SFD 7.600 6.750 $968.74 360 1-Jan-28 $136,553.79
4755162 BELVEDERE XXXXXXX XX 00000 SFD 7.650 6.750 $2,788.40 360 1-Mar-28 $392,432.16
4755166 XXXXXX XX 00000 SFD 7.350 6.750 $2,755.89 360 1-Jan-28 $398,765.16
4755169 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $1,873.90 360 1-Mar-28 $267,600.96
4755174 XXX XXXX XX 00000 SFD 7.600 6.750 $1,955.83 360 1-Mar-28 $276,595.73
4755191 XXXXXXXXX XX 00000 SFD 7.450 6.750 $4,171.29 360 1-Mar-28 $598,598.43
4755198 XXX XXXX XX 00000 SFD 7.500 6.750 $2,237.49 360 1-Mar-28 $319,422.92
4755206 XXXXX XXXXXXX XX 00000 SFD 7.500 6.750 $2,936.01 360 1-Mar-28 $419,274.79
4755219 XXXXXXX XXXX XX 00000 SFD 7.300 6.750 $1,755.07 360 1-Mar-28 $255,603.33
4755236 XXX XXXX XX 00000 SFD 7.650 6.750 $1,816.36 360 1-Mar-28 $255,227.56
4755241 XXXXXX XX 00000 SFD 7.200 6.750 $1,900.61 360 1-Mar-28 $279,557.46
4755244 XXX XXXX XX 00000 SFD 7.550 6.750 $1,854.98 360 1-Mar-28 $263,610.82
4755251 XXX XXXXXXX XX 00000 LCO 7.350 6.750 $1,860.23 360 1-Mar-28 $269,585.78
4755253 XXXXXXX XX 00000 SFD 7.300 6.750 $3,599.25 360 1-Mar-28 $524,185.78
4755261 XXX XXXXX XX 00000 SFD 8.000 6.750 $1,972.36 360 1-Mar-28 $268,438.08
4755262 XXXXXXXX XX 00000 SFD 7.550 6.750 $2,037.67 360 1-Mar-28 $289,572.49
4755269 XXXXX XXXX XX 00000 SFD 7.500 6.750 $1,887.88 360 1-Nov-27 $268,778.78
4755284 XXXXXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,669.02 360 1-Feb-28 $241,094.97
4755293 MARINA XXX XXX XX 00000 SFD 7.650 6.750 $3,866.86 360 1-Jan-28 $543,414.99
4755300 XXXXXXXX XXXX XX 00000 SFD 7.300 6.750 $2,982.24 360 1-Dec-27 $433,246.80
4755320 XXX XXXXXX XX 00000 SFD 7.250 6.750 $2,339.87 360 1-Dec-27 $341,645.85
4755329 XXXXXXXX XX 00000 SFD 7.350 6.750 $2,066.92 360 1-Jan-28 $299,073.86
4755330 XXXXXXXX XXXX XX 00000 LCO 7.600 6.750 $2,887.85 360 1-Nov-27 $407,124.35
4755337 XXXXX XXXX XX 00000 SFD 7.400 6.750 $3,184.95 360 1-Jan-28 $458,593.93
4755339 XXX XXXXXXXX XX 00000 SFD 7.750 6.750 $2,070.44 360 1-Mar-28 $288,590.73
4755353 XXXX XX 00000 SFD 7.750 6.750 $1,791.04 360 1-Mar-28 $249,645.95
4755367 XXXXXXXXX XX 00000 SFD 7.350 6.750 $1,739.66 360 1-Mar-28 $252,112.62
4755371 XXXXX XXXXX XX 00000 SFD 7.700 6.750 $2,560.24 360 1-Jan-28 $358,066.05
4755375 XXXXXX XXXXX XX 00000 SFD 7.700 6.750 $3,122.77 360 1-Jan-28 $436,738.86
4755382 XXX XXXX XX 00000 SFD 7.400 6.750 $2,430.26 360 1-Dec-27 $349,654.72
4755387 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.550 6.750 $3,203.35 360 1-Jan-28 $454,547.39
4755390 XXXXXXX XXXXX XX 00000 SFD 7.600 6.750 $2,824.30 360 1-Jan-28 $398,825.03
4755787 XXXXXX XX 00000 SFD 7.500 6.750 $1,762.02 360 1-May-28 $252,000.00
4755939 XXXXXXXX XX 00000 MF2 7.875 6.750 $2,146.21 360 1-Apr-28 $295,796.29
4756298 XXXXXXXX XXXXXXX XX 00000 SFD 7.375 6.750 $1,657.62 360 1-May-28 $240,000.00
4756429 FRUIT XXXXXXX XX 00000 SFD 7.250 6.750 $1,739.55 360 1-Apr-28 $253,061.47
4757856 UPPER XXXXXX XXXXX XX 00000 MF2 7.750 6.750 $2,364.16 360 1-Apr-28 $329,767.09
4757912 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.050 6.750 $2,514.18 360 1-Mar-28 $375,387.85
4757925 XXXXX XXXXXXX XX 00000 SFD 7.400 6.750 $830.86 360 1-Dec-27 $119,540.06
4757933 XXXXXX XX 00000 SFD 7.850 6.750 $611.22 360 1-Dec-27 $83,960.13
4757962 XXXXXX XXXXXX XX 00000 SFD 7.900 6.750 $1,017.53 360 1-Nov-27 $139,415.27
4757975 XXXXX XX 00000 PUD 7.600 6.750 $328.33 360 1-Nov-27 $46,293.78
4757984 XXXXX XXXXXXXXX XX 00000 SFD 8.150 6.750 $987.62 360 1-Nov-27 $132,172.94
4758280 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $2,646.85 360 1-May-28 $388,000.00
4759050 XXXXXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $2,661.21 360 1-Apr-28 $399,672.13
4759440 XXXXXX XX 00000 SFD 7.250 6.750 $2,844.34 360 1-May-28 $416,950.00
4759706 XXXXXXX XX 00000 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,804.98
4760341 XXXXXX XXXXX XX 00000 SFD 7.000 6.733 $1,833.91 360 1-Apr-28 $275,424.05
4760345 XXX XXXXXXX XX 00000 SFD 7.375 6.750 $1,647.26 360 1-Apr-28 $238,318.52
4760353 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,182.97 360 1-May-28 $320,000.00
4760361 XXXXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $1,629.99 360 1-Apr-28 $235,820.43
4760368 XXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,857.30 360 1-May-28 $259,250.00
4760373 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,247.39 360 1-Apr-28 $346,201.68
4760381 XXXXXXXX XX 00000 SFD 7.625 6.750 $1,687.74 360 1-Apr-28 $238,277.42
4760388 XXXX XXXXX XX 00000 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4760392 XXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,721.26 360 1-Apr-28 $393,700.20
4760559 XXXXXXX XXXXXX XX 00000 SFD 7.750 6.750 $2,292.52 360 1-Apr-28 $319,774.15
4760655 XXXXXX XXXXX XX 00000 SFD 7.625 6.750 $2,356.95 360 1-Apr-28 $332,758.99
4760688 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $2,081.32 360 1-Apr-28 $304,861.99
4760701 NORTH XXXXXXX XX 00000 SFD 7.250 6.750 $2,039.71 360 1-Apr-28 $298,766.75
4760741 XXXXXX XXXX XX 00000 SFD 7.650 6.750 $1,873.12 360 1-Mar-28 $263,541.06
4760745 XXXXXXXXX XX 00000 SFD 7.250 6.750 $2,303.71 360 1-Apr-28 $337,436.57
4760768 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.000 6.733 $1,676.56 360 1-May-28 $252,000.00
4760779 XXX XXXXXXX XX 00000 SFD 7.500 6.750 $2,146.59 360 1-Apr-28 $306,772.16
4760791 XXXXX XX 00000 SFD 7.625 6.750 $2,065.34 360 1-Apr-28 $291,588.81
4760795 XXX XXXXXXX XX 00000 SFD 7.625 6.750 $1,769.49 360 1-Apr-28 $249,819.06
4760800 XXXXXX XX 00000 SFD 7.250 6.750 $2,021.29 360 1-Apr-28 $296,068.86
4760953 XXXXXXXX XXXX XX 00000 MF2 7.250 6.750 $2,728.71 360 1-Apr-28 $399,687.96
4761705 XXXXX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $1,206.08 360 1-Apr-28 $170,276.67
4761833 XXXXXXXX XXXXX XX 00000 SFD 7.375 6.750 $2,051.31 360 1-Apr-28 $296,774.01
4761840 XXXXXXXX XXXXX XX 00000 SFD 7.625 6.750 $1,790.36 360 1-Apr-28 $252,766.93
4762756 XXXXXXXXX XX 00000 SFD 7.750 6.750 $3,188.03 360 1-Mar-28 $444,369.80
4762930 XXXXXXXX XX 00000 THS 7.875 6.750 $1,773.71 360 1-May-28 $244,625.00
4763127 XXX XXXXXXX XX 00000 SFD 7.250 6.750 $3,854.30 360 1-Apr-28 $564,559.25
4763137 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,123.38 360 1-May-28 $300,000.00
4763167 XXXXXXXX XXXXXX XX 00000 SFD 7.250 6.750 $1,717.72 360 1-May-28 $251,800.00
4763187 XXXXXX XXXXX XX 00000 SFD 7.750 6.750 $1,791.03 360 1-May-28 $250,000.00
4763901 XXXXXXXXXX XXXXX XX 00000 SFD 7.000 6.733 $1,995.91 360 1-May-28 $300,000.00
4763909 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $4,544.90 360 1-Apr-28 $649,517.60
4764240 XXXXXX XX 00000 SFD 7.125 6.750 $1,064.48 360 1-May-28 $158,000.00
4764435 OLD XXXXXXXXX XX 00000 LCO 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4764535 XXXXXXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,272.45 360 1-May-28 $325,000.00
4764545 XXXXXXXX XX 00000 SFD 7.500 6.750 $1,820.76 360 1-May-28 $260,400.00
4764980 XXXXXX XXXXXX XX 00000 SFD 7.625 6.750 $1,773.02 360 1-May-28 $250,500.00
4764981 XXXXXX XX 00000 SFD 7.250 6.750 $1,773.66 360 1-Apr-28 $259,797.18
4764991 XXXXXX XX 00000 SFD 7.250 6.750 $2,019.25 360 1-Apr-28 $295,769.09
6261078 XXXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.750 $4,600.66 360 1-Apr-28 $649,529.55
6342424 XXXXXXXXXXXXX XX 00000 SFD 7.000 6.733 $1,904.76 360 1-Dec-27 $285,012.26
6350460 XXXXXXXXX XX 00000 SFD 7.375 6.750 $2,486.43 360 1-Jan-28 $358,894.14
6354306 XXX XXXX XX 00000 SFD 7.375 6.750 $2,533.05 360 1-Apr-28 $366,470.93
6384080 XXXXXXX XX 00000 SFD 7.125 6.750 $3,348.72 360 1-Apr-28 $496,652.51
6423831 XXXXX XX 00000 SFD 7.375 6.750 $6,906.75 360 1-May-28 $1,000,000.00
6441352 XXXXXX XX 00000 SFD 7.375 6.750 $2,455.73 360 1-Mar-28 $354,969.54
6442921 XX XXXX XX 00000 SFD 7.500 6.750 $2,209.52 360 1-Feb-28 $315,292.03
6444800 XXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.750 $4,110.90 360 1-Jan-28 $593,371.64
6451008 XXXXXX XX 00000 SFD 7.375 6.750 $1,726.69 360 1-Apr-28 $249,809.77
6458186 XXXXXXXXX XX 00000 SFD 7.375 6.750 $4,144.05 360 1-Jan-28 $598,156.89
6460997 XXX XXXX XX 00000 SFD 7.250 6.750 $2,660.49 360 1-May-28 $390,000.00
6463956 XXXXXX XX 00000 SFD 7.625 6.750 $1,828.23 360 1-Apr-28 $258,113.05
6464704 XXXXXXX XX 00000 SFD 7.750 6.750 $2,314.01 360 1-Mar-28 $322,542.59
6469297 XXXXXXXX XX 00000 SFD 7.625 6.750 $2,194.16 360 1-Apr-28 $309,775.63
6470467 XXXXXXXXXX XXX XX 00000 SFD 7.625 6.750 $2,371.11 360 1-Mar-28 $334,412.90
6470592 XXXXXXXXX XX 00000 PUD 7.500 6.750 $1,860.97 360 1-Apr-28 $265,954.48
6471297 XXX XXXX XX 00000 SFD 7.375 6.750 $1,795.76 360 1-Apr-28 $259,802.16
6473786 XXXXXXXXXX XX 00000 SFD 7.625 6.750 $1,844.16 360 1-Feb-28 $259,980.65
6475195 XXXXXXXXXXX XX 00000 SFD 7.750 6.750 $1,719.39 360 1-May-28 $240,000.00
6478061 XXX XXXXX XX 00000 SFD 7.500 6.750 $2,018.86 360 1-Apr-28 $288,517.72
6483289 XXXXXXXXX XX 00000 PUD 7.500 6.750 $1,690.00 360 1-Apr-28 $241,520.63
6484039 XXXXXXXXX XX 00000 SFD 6.875 6.608 $2,092.32 360 1-Feb-28 $317,682.65
6493823 XXXXXXX XX 00000 SFD 7.500 6.750 $1,924.24 360 1-Mar-28 $274,790.24
6499367 XXXXXXXXX XX 00000 SFD 7.000 6.733 $2,790.94 360 1-Mar-28 $418,810.28
6502803 XXXXXXX XX 00000 SFD 7.750 6.750 $1,826.85 360 1-Mar-28 $254,638.88
6503301 XXX XXXX XX 00000 SFD 7.875 6.750 $1,696.66 360 1-Apr-28 $233,838.97
6504346 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.750 $3,188.49 360 1-Apr-28 $467,035.39
6507005 XXXXXX XX 00000 SFD 7.500 6.750 $1,706.08 360 1-Jan-28 $243,268.19
6514017 XXXXXX XXXXX XX 00000 SFD 7.500 6.750 $2,405.30 360 1-Oct-27 $342,112.32
6514523 XXXXX XX 00000 SFD 7.500 6.750 $1,710.28 360 1-Apr-28 $244,418.47
6518577 XXXXXXXX XXXX XX 00000 SFD 7.500 6.750 $1,985.77 360 1-May-28 $284,000.00
6523983 XXXXXXXXXXX XX 00000 SFD 7.375 6.750 $1,930.09 360 1-Mar-28 $279,023.42
6525631 XXXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,123.38 360 1-Mar-28 $299,563.99
6534117 XX XXXXXX XXX XX 00000 SFD 7.375 6.750 $846.08 360 1-Nov-27 $121,627.08
6538006 XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.750 $2,734.91 360 1-Apr-28 $386,120.34
6539363 XXXXXXXXX XX 00000 SFD 8.000 6.750 $1,769.84 360 1-Apr-28 $241,038.16
6540172 SCOTTSDALE AZ 85254 PUD 7.500 6.750 $1,800.85 360 1-Apr-28 $257,362.86
6541062 FREMONT CA 94539 SFD 7.000 6.733 $2,661.21 360 1-Apr-28 $399,672.12
6541310 VIRGINIA BEACH VA 23456 SFD 7.875 6.750 $725.07 360 1-Mar-28 $99,861.91
6545540 ALPHARETTA GA 30022 SFD 6.875 6.608 $2,049.62 360 1-Mar-28 $311,474.26
6547595 ORONO MN 55356 SFD 7.250 6.750 $3,743.78 360 1-Mar-28 $547,941.19
6549181 MINNETONKA BEACH MN 55391 SFD 7.375 6.750 $1,899.36 360 1-Dec-27 $272,658.88
6550715 SAN DIEGO CA 92130 SFD 7.250 6.750 $2,596.02 360 1-May-28 $380,550.00
6552437 ANDOVER MA 01810 SFD 7.750 6.750 $1,669.24 360 1-Nov-27 $230,364.00
6553376 TOWN AND COUNTRY MO 63131 SFD 7.375 6.750 $5,252.58 360 1-Mar-28 $751,436.35
6554557 CARMICHAEL CA 95608 SFD 8.125 6.750 $1,863.59 360 1-Feb-28 $250,494.12
6555461 WOODBURY MN 55125 SFD 7.625 6.750 $2,154.45 360 1-Apr-28 $304,168.69
6555884 SAN JOSE CA 95148 SFD 7.250 6.750 $2,363.74 360 1-Apr-28 $346,229.70
6556048 SAN JOSE CA 95138 SFD 7.125 6.750 $2,269.76 360 1-Apr-28 $336,630.58
6558110 SCOTTSDALE AZ 85260 SFD 7.500 6.750 $2,064.08 360 1-Apr-28 $294,980.92
6562116 OCEAN CITY NJ 08226 LCO 7.250 6.750 $1,705.44 360 1-Dec-27 $249,013.02
6562878 RALEIGH NC 27614 SFD 6.750 6.483 $4,086.17 360 1-Mar-28 $628,912.11
6565816 FORT COLLINS CO 80524 PUD 7.125 6.750 $2,425.39 360 1-Feb-28 $359,131.19
6568298 CHINO HILLS CA 91709 SFD 7.625 6.750 $1,702.60 360 1-Apr-28 $240,375.89
6568988 ALAMO CA 94507 SFD 7.500 6.750 $3,663.88 360 1-Apr-28 $523,611.12
6572029 CLIVE IA 50325 SFD 7.500 6.750 $349.61 360 1-Feb-28 $49,887.97
6572414 NORTH POTOMAC MD 20878 SFD 7.250 6.750 $1,650.87 360 1-Dec-27 $241,044.59
6573171 BOULDER CITY NV 89005 SFD 7.750 6.750 $2,507.44 360 1-Apr-28 $349,752.98
6573634 REDMOND WA 98053 SFD 7.375 6.750 $1,861.51 360 1-Apr-28 $269,314.91
6574990 WESTFORD MA 01886 SFD 7.250 6.750 $2,073.82 360 1-Apr-28 $303,762.85
6577317 SOUTH SALEM NY 10590 SFD 7.500 6.750 $2,412.29 360 1-Jan-28 $343,966.20
6577500 BOONTON NJ 07005 LCO 7.875 6.750 $1,957.69 360 1-Mar-28 $269,627.16
6579958 CORNELIUS NC 28031 SFD 7.625 6.750 $2,236.63 360 1-Mar-28 $315,541.12
6580039 COLUMBIA MD 21044 SFD 7.500 6.750 $2,125.61 360 1-Jan-28 $303,089.06
6582266 LOVELAND OH 45140 SFD 7.500 6.750 $1,762.02 360 1-Feb-28 $251,435.42
6583055 SAN JOSE CA 95138 SFD 7.375 6.750 $2,228.81 360 1-Apr-28 $322,454.45
6583156 PHOENIX AZ 85045 SFD 7.375 6.750 $2,069.41 360 1-Jan-28 $298,701.64
6583313 WOODINVILLE WA 98072 SFD 7.000 6.733 $1,702.18 360 1-Mar-28 $255,397.29
6584768 ENGLEWOOD CLIFFS NJ 07632 SFD 7.625 6.750 $2,599.02 360 1-Mar-28 $366,666.77
6586536 MISSION VIEJO CA 92691 PUD 7.375 6.750 $2,969.21 360 1-Apr-28 $429,572.88
6587718 ROCHESTER MN 55902 SFD 7.500 6.750 $2,092.40 360 1-Dec-27 $286,221.47
6588113 ROCHESTER MN 55902 SFD 7.375 6.750 $1,961.52 360 1-Dec-27 $282,906.12
6588487 WELCH TOWNSHIP MN 55089 SFD 7.875 6.750 $1,885.19 360 1-Feb-28 $259,459.65
6589443 CHULA VISTA CA 91910 SFD 7.750 6.750 $1,820.40 360 1-Apr-28 $253,920.66
6590539 EXCELSIOR MN 55331 SFD 7.250 6.750 $3,714.31 360 1-Mar-28 $543,627.95
6596533 EDEN PRAIRIE MN 55347 SFD 7.000 6.733 $2,767.66 360 1-Feb-28 $414,971.05
6596942 MERIDIAN ID 83642 SFD 7.750 6.750 $1,816.10 360 1-Apr-28 $253,221.09
6597870 CARLSBAD CA 92009 SFD 7.375 6.750 $2,445.68 360 1-Mar-28 $353,559.46
6598267 MINNETRISTA MN 55364 SFD 7.250 6.750 $3,533.67 360 1-Apr-28 $517,595.91
6598973 ALPHARETTA GA 30022 SFD 7.250 6.750 $3,338.57 360 1-Mar-28 $488,634.14
6600543 GREENVILLE SC 29609 SFD 7.375 6.750 $1,726.69 360 1-Jan-28 $249,232.03
6601123 AUSTIN TX 78746 SFD 7.375 6.750 $4,385.79 360 1-Mar-28 $634,030.65
6601938 LAKEWOOD CO 80227 SFD 7.500 6.750 $2,971.66 360 1-Apr-28 $424,684.59
6603149 GRANT CITY MN 55082 SFD 7.375 6.750 $2,907.74 360 1-Mar-28 $420,317.19
6604246 BALTIMORE MD 21244 SFD 7.250 6.750 $2,081.32 360 1-Jan-28 $304,139.30
6604492 CASTLE ROCK CO 80104 SFD 7.500 6.750 $2,836.36 360 1-Feb-28 $404,741.20
6605113 LAKE OSWEGO OR 97034 SFD 7.500 6.750 $2,473.12 360 1-Apr-28 $353,437.51
6605400 BETHESDA MD 20814 SFD 7.375 6.750 $1,768.13 360 1-Jan-28 $255,213.60
6605453 WASHINGTON DC 20011 SFD 7.375 6.750 $1,983.62 360 1-Apr-28 $286,981.46
6607521 MARYSVILLE WA 98271 SFD 7.375 6.750 $2,210.16 360 1-Mar-28 $319,511.52
6608174 SUWANEE GA 30024 SFD 7.250 6.750 $2,337.58 360 1-Mar-28 $341,921.11
6609069 NEWPORT BEACH CA 92660 PUD 7.625 6.750 $7,077.94 360 1-Mar-28 $998,547.86
6610531 SAN JOSE CA 95138 SFD 7.375 6.750 $2,102.42 360 1-Apr-28 $304,168.37
6611023 FREMONT CA 94555 SFD 7.750 6.750 $2,113.06 360 1-Mar-28 $294,157.10
6611673 RALEIGH NC 27614 PUD 7.250 6.750 $4,093.06 360 1-Feb-28 $598,587.32
6612025 LAS VEGAS NV 89134 SFD 7.375 6.750 $1,666.54 360 1-Feb-28 $240,737.81
6612158 BROOKLYN NY 11223 SFD 7.375 6.750 $2,244.69 360 1-Feb-28 $324,253.56
6613096 ROCKVILLE MD 20850 SFD 7.500 6.750 $1,356.48 360 1-Apr-28 $193,856.02
6613344 ORONO MN 55356 SFD 7.250 6.750 $3,499.29 360 1-Mar-28 $512,157.27
6613539 ISSAQUAH WA 98029 SFD 7.625 6.750 $2,345.63 360 1-Apr-28 $331,160.14
6614220 BELLAIRE TX 77401 SFD 7.125 6.750 $1,627.70 360 1-Jan-28 $240,820.29
6615440 LONG BEACH TWP NJ 08008 SFD 7.625 6.750 $2,123.38 360 1-Mar-28 $299,564.36
6616143 LONG LAKE MN 55356 SFD 7.625 6.750 $2,831.17 360 1-Mar-28 $399,419.16
6617115 AVALON NJ 08202 LCO 7.500 6.750 $1,734.05 360 1-Feb-28 $247,444.39
6617657 MORRIS TOWNSHIP NJ 07960 SFD 7.625 6.750 $2,038.45 360 1-Mar-28 $287,581.78
6618637 DENVER CO 80220 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
6619264 MEDFORD OR 97504 SFD 7.500 6.750 $2,202.53 360 1-Feb-28 $314,294.27
6620200 CORTE MADERA CA 94925 SFD 7.375 6.750 $2,175.63 360 1-Apr-28 $314,760.31
6620515 MARBLEHEAD MA 01945 SFD 7.375 6.750 $1,761.22 360 1-Feb-28 $254,414.32
6620725 SHREWSBURY NJ 07702 SFD 7.625 6.750 $545.00 360 1-Feb-28 $76,831.75
6621907 BOCA RATON FL 33428 SFD 7.500 6.750 $1,642.99 360 1-Jan-28 $234,272.91
6622108 KENT WA 98042 SFD 7.625 6.750 $1,647.39 360 1-Jan-28 $231,986.87
6622168 GERMANTOWN MD 20874 PUD 7.500 6.750 $1,565.54 360 1-Jan-28 $223,229.07
6622326 SYKESVILLE MD 21784 SFD 7.500 6.750 $2,293.42 360 1-Feb-28 $327,265.17
6622362 ALPHARETTA GA 30005 SFD 7.250 6.750 $1,691.01 360 1-Feb-28 $247,301.38
6622456 NORTH POTOMAC MD 20878 SFD 7.250 6.750 $1,952.39 360 1-Mar-28 $285,752.13
6622514 ANNANDALE VA 22003 SFD 7.750 6.750 $2,668.64 360 1-Jan-28 $371,438.12
6622659 CAMBRIDGE MA 02140 PUD 7.750 6.750 $2,134.91 360 1-Mar-28 $297,577.98
6623592 ATLANTA GA 30342 SFD 7.500 6.750 $2,057.79 360 1-Jan-28 $293,418.12
6625840 WESTFIELD NJ 07090 SFD 7.500 6.750 $2,237.49 360 1-Mar-28 $319,523.54
6626114 FRANKTOWN CO 80116 SFD 7.125 6.750 $1,899.89 360 1-Mar-28 $279,535.76
6626152 SANDIA PARK NM 87047 SFD 7.375 6.750 $2,129.80 360 1-Feb-28 $307,656.75
6626372 PALO ALTO CA 94301 SFD 7.500 6.750 $3,691.85 360 1-Apr-28 $527,608.15
6627036 ATLANTA GA 30342 SFD 7.250 6.750 $1,937.38 360 1-Mar-28 $283,555.56
6628181 SEA ISLE CITY NJ 08243 SFD 7.000 6.733 $1,663.26 360 1-Apr-28 $249,795.07
6628487 ASPEN CO 81611 PUD 7.625 6.750 $707.79 360 1-Apr-28 $99,927.63
6628818 BELLE MEAD NJ 08502 SFD 7.000 6.733 $1,862.85 360 1-Feb-28 $279,307.42
6628989 FRANKLIN LAKES NJ 07417 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6629351 DURANGO CO 81301 SFD 7.500 6.750 $1,957.80 360 1-Mar-28 $279,583.10
6629758 SAN DIEGO CA 92130 SFD 7.500 6.750 $3,037.16 360 1-Apr-28 $434,044.63
6630000 SPARKS NV 89436 SFD 7.625 6.750 $1,670.39 360 1-Mar-28 $235,657.30
6631878 PARKLAND FL 33067 PUD 7.875 6.750 $1,998.30 360 1-Apr-28 $275,411.33
6632644 WHITE BEAR LAKE MN 55110 SFD 7.250 6.750 $2,380.80 360 1-Feb-28 $348,178.28
6632652 LAS VEGAS NV 89129 PUD 7.375 6.750 $1,795.76 360 1-Apr-28 $259,802.16
6632780 STAMFORD CT 06903 SFD 7.000 6.733 $2,328.56 360 1-Apr-28 $349,713.11
6633233 VIRGINIA BEACH VA 23457 SFD 7.625 6.750 $2,424.31 240 1-Apr-18 $297,569.87
6633978 SIMI VALLEY CA 93063 SFD 7.250 6.750 $2,062.65 360 1-Mar-28 $301,816.90
6634061 ENGLEWOOD CO 80111 SFD 7.250 6.750 $3,797.81 360 1-Mar-28 $555,848.79
6634733 VIENNA VA 22182 SFD 7.375 6.750 $2,002.96 360 1-Mar-28 $289,557.31
6634835 MAHWAH NJ 07430 SFD 7.375 6.750 $2,486.43 360 1-Feb-28 $359,173.15
6635095 PHOENIX AZ 85028 SFD 7.250 6.750 $2,728.71 360 1-Apr-28 $399,687.96
6636673 SCOTTSDALE AZ 85259 SFD 7.250 6.750 $3,009.42 360 1-Feb-28 $436,075.01
6636772 REDWOOD CITY CA 94061 PUD 7.125 6.750 $1,983.43 360 1-Mar-28 $293,798.22
6637733 FARMINGTON UT 84025 SFD 7.375 6.750 $1,822.00 360 1-Jan-28 $262,989.66
6637937 PLEASANTON CA 94588 PUD 7.750 6.750 $4,090.71 360 1-Apr-28 $570,597.00
6639191 BATTLE CREEK MI 49015 SFD 7.375 6.750 $1,678.34 360 1-Feb-28 $242,441.88
6639220 WAYZATA MN 55391 SFD 7.375 6.750 $4,420.32 360 1-Apr-28 $639,513.01
6639414 PRINCETON NJ 08540 SFD 6.875 6.608 $6,437.90 360 1-Mar-28 $978,348.65
6639599 RUMSON NJ 07760 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6639952 NEWBERG OR 97132 SFD 7.625 6.750 $539.34 360 1-Mar-28 $76,089.35
6640112 HUTCHINSON KS 67502 SFD 8.125 6.750 $1,869.24 360 1-Mar-28 $251,419.52
6640394 VENTURA CA 93001 SFD 7.625 6.750 $3,288.41 360 1-Apr-28 $464,263.74
6640435 METUCHEN NJ 08840 SFD 7.625 6.750 $1,197.11 240 1-Mar-18 $146,674.78
6640543 CASTLE ROCK CO 80104 SFD 7.125 6.750 $1,852.73 360 1-Mar-28 $274,558.86
6641140 LIBERTY UT 84310 SFD 7.875 6.750 $1,305.12 360 1-Feb-28 $178,036.15
6641240 EDEN PRAIRIE MN 55347 SFD 7.125 6.750 $1,684.30 360 1-Jan-28 $249,193.15
6641776 GREENSBORO NC 27455 SFD 7.000 6.733 $1,736.44 360 1-Mar-28 $260,570.87
6641800 LITTLETON CO 80120 PUD 7.625 6.750 $2,321.56 360 1-Mar-28 $327,523.71
6642018 ST LOUIS MO 63131 SFD 6.750 6.483 $1,705.81 360 1-Mar-28 $262,545.86
6643376 KENSINGTON MD 20895 SFD 7.000 6.733 $1,796.32 360 1-Feb-28 $269,332.16
6643476 PHOENIX AZ 85045 SFD 7.375 6.750 $1,956.16 360 1-Mar-28 $282,791.65
6644814 CLOSTER NJ 07602 SFD 7.500 6.750 $3,445.73 360 1-Mar-28 $492,066.25
6645027 DENVER CO 80220 SFD 7.375 6.750 $1,652.09 360 1-Mar-28 $238,834.86
6645176 TYNGSBORO MA 01879 SFD 7.250 6.750 $1,620.17 360 1-Apr-28 $237,314.73
6645662 SCOTTSDALE AZ 85259 SFD 7.750 6.750 $1,981.24 360 1-Apr-28 $276,354.81
6645904 GARDEN CITY NY 11530 SFD 7.375 6.750 $2,260.23 360 1-Mar-28 $326,200.51
6645983 WASHINGTON DC 20015 SFD 7.500 6.750 $1,910.25 360 1-Feb-28 $272,587.94
6646421 BRECKINRIDGE CO 80424 PUD 7.500 6.750 $4,474.41 360 1-Feb-28 $638,486.35
6646479 RIDGWAY CO 81432 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
6646545 DURANGO CO 81301 SFD 7.625 6.750 $2,335.72 360 1-Apr-28 $329,761.16
6646755 HOUSTON TX 77005 SFD 7.375 6.750 $2,279.23 360 1-Mar-28 $329,496.24
6646969 GOLDEN CO 80401 SFD 7.125 6.750 $2,252.91 360 1-Mar-28 $333,863.59
6647018 INCLINE VILLAGE NV 89451 SFD 7.250 6.750 $2,046.53 360 1-Feb-28 $299,293.66
6647092 CARLSBAD CA 92009 SFD 7.250 6.750 $2,277.79 360 1-Mar-28 $333,377.47
6647185 OLDBRIDGE NJ 07747 SFD 6.875 6.608 $1,597.13 360 1-May-28 $243,120.00
6647431 MALVERN PA 19355 SFD 7.125 6.750 $2,255.91 360 1-Mar-28 $334,307.87
6647782 GREENWICH CT 06831 SFD 6.875 6.608 $5,255.43 360 1-Apr-28 $799,227.90
6647969 NEWARK CA 94560 SFD 7.375 6.750 $2,569.66 360 1-Apr-28 $371,766.90
6648311 PHOENIX AZ 85021 SFD 7.500 6.750 $1,887.88 360 1-Mar-28 $269,597.99
6648879 SAN JOSE CA 95138 SFD 7.625 6.750 $2,147.09 360 1-Apr-28 $302,977.54
6649293 ALEXANDRIA VA 22306 SFD 7.625 6.750 $2,017.21 360 1-Feb-28 $284,377.25
6649795 WESTLAKE OH 44145 SFD 7.625 6.750 $1,847.34 360 1-Feb-28 $260,429.69
6650052 WEST GROVE PA 19390 SFD 7.500 6.750 $2,078.43 240 1-Apr-18 $257,065.23
6652311 LIVERMORE CA 94550 SFD 8.000 6.750 $2,338.87 360 1-Mar-28 $318,320.83
6652704 LITTLE SILVER NJ 07739 SFD 7.500 6.750 $1,982.27 360 1-Mar-28 $283,077.90
6653276 WASHINGTON TWP NJ 07853 SFD 7.500 6.750 $2,136.80 360 1-Mar-28 $305,144.98
6653702 LAS VEGAS NV 89117 SFD 7.500 6.750 $2,885.66 360 1-Feb-28 $411,775.39
6654364 EDEN PRAIRIE MN 55347 SFD 7.375 6.750 $3,422.30 360 1-Feb-28 $493,958.22
6654615 AVALON NJ 08202 SFD 7.000 6.733 $1,663.26 360 1-Mar-28 $249,588.95
6656025 BRONX NY 10471 SFD 7.625 6.750 $2,420.65 360 1-Mar-28 $341,503.38
6656592 BEAVERTON OR 97007 SFD 7.125 6.750 $1,825.78 360 1-Mar-28 $270,565.28
6656853 NORCROSS GA 30092 SFD 7.500 6.750 $2,057.79 360 1-Mar-28 $293,861.81
6657128 MISSION VIEJO CA 92692 SFD 7.000 6.733 $2,409.56 360 1-Apr-28 $361,878.13
6657433 HAM LAKE MN 55304 SFD 7.250 6.750 $1,974.90 360 1-Mar-28 $288,821.25
6657572 OWATONNA MN 55060 SFD 7.500 6.750 $2,181.55 360 1-Mar-28 $311,535.45
6657858 HAWTHORN WOODS IL 60047 SFD 7.500 6.750 $1,834.74 360 1-Mar-28 $262,009.30
6657918 CASTLE ROCK CO 80104 SFD 7.375 6.750 $1,855.33 360 1-Mar-28 $267,984.12
6658278 MONTGOMERY TWP NJ 08558 SFD 7.500 6.750 $2,076.67 360 1-Mar-28 $296,557.78
6659598 SCOTTSDALE AZ 85258 PUD 7.625 6.750 $2,264.94 360 1-Mar-28 $319,535.31
6660000 PLANO TX 75093 SFD 7.250 6.750 $2,817.39 360 1-Mar-28 $412,353.69
6660079 PEBBLE BEACH CA 93953 SFD 7.625 6.750 $6,338.29 360 1-Feb-28 $891,103.14
6660419 MCKINNEY TX 75070 SFD 7.250 6.750 $2,094.28 360 1-Feb-28 $306,277.18
6660589 ANDOVER MA 01810 SFD 7.000 6.733 $1,906.09 360 1-Mar-28 $286,028.95
6660702 DES MOINES IA 50321 SFD 7.125 6.750 $1,805.57 360 1-Feb-28 $267,353.22
6660982 SUMMIT NJ 07901 SFD 7.500 6.750 $1,975.28 360 1-Apr-28 $282,290.35
6661091 OMAHA NE 68116 SFD 7.625 6.750 $1,748.25 360 1-Mar-28 $246,641.32
6661658 MANTUA TOWNSHIP NJ 08062 SFD 6.875 6.608 $2,266.40 360 1-Mar-28 $344,418.66
6662070 MOAB UT 84532 SFD 7.750 6.750 $1,071.04 360 1-Mar-28 $149,288.28
6662427 HUNTINGTOWN MD 20639 SFD 6.875 6.608 $1,883.07 240 1-Feb-18 $243,807.80
6662648 BEACH HAVEN NJ 08008 SFD 7.000 6.733 $1,974.62 360 1-Feb-28 $296,065.87
6663524 ANDOVER MA 01810 SFD 7.500 6.750 $1,683.15 360 1-Feb-28 $235,741.57
6663806 MEDFORD MA 02052 SFD 8.000 6.750 $1,829.83 360 1-Mar-28 $248,988.89
6664079 DENVER CO 80209 LCO 8.125 6.750 $2,227.49 360 1-Apr-28 $299,803.76
6664333 EDWARDSVILLE IL 62025 PUD 7.375 6.750 $2,106.56 360 1-Apr-28 $304,767.92
6664419 RIVER RIDGE LA 70123 SFD 7.375 6.750 $1,671.43 360 1-Apr-28 $241,815.86
6664429 MONROVIA CA 91016 SFD 7.625 6.750 $4,586.50 360 1-Apr-28 $647,531.00
6664583 ST PAUL MN 55105 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6664790 HADDONFIELD NJ 08033 SFD 7.000 6.733 $2,421.70 360 1-Mar-28 $363,401.52
6665526 CHESTER NJ 07930 SFD 7.500 6.750 $2,915.72 360 1-Mar-28 $416,379.13
6665632 WAYZATA MN 55391 SFD 7.375 6.750 $3,453.38 360 1-Mar-28 $499,236.74
6667079 MARTINSVILLE NJ 08836 SFD 7.500 6.750 $2,272.45 360 1-Apr-28 $324,758.80
6667118 DALLAS TX 75230 SFD 7.500 6.750 $4,282.69 360 1-Mar-28 $611,588.03
6667189 ST LOUIS MO 63131 SFD 7.125 6.750 $3,705.45 360 1-Mar-28 $549,117.74
6667514 MONTVILLE NJ 07045 SFD 7.250 6.750 $2,524.05 360 1-Mar-28 $369,320.39
6667517 MANDAN ND 58554 SFD 7.250 6.750 $2,469.48 360 1-Apr-28 $361,717.60
6667768 ALBUQUERQUE NM 87122 SFD 7.500 6.750 $1,671.12 360 1-Mar-28 $238,644.15
6668344 LAKEVILLE MN 55044 SFD 7.375 6.750 $2,530.63 360 1-Mar-28 $365,840.69
6668806 BETHESDA MD 20817 SFD 7.000 6.733 $3,492.84 360 1-Feb-28 $523,701.43
6669382 HOPKINTON MA 01748 SFD 7.375 6.750 $2,210.16 360 1-Mar-28 $316,796.16
6669926 GLENWOOD MD 21738 SFD 7.250 6.750 $1,991.27 360 1-Mar-28 $291,443.21
6670208 WOODBURY MN 55129 SFD 7.125 6.750 $1,586.27 360 1-Feb-28 $234,881.78
6670372 BETHESDA MD 20818 SFD 7.375 6.750 $3,353.92 360 1-Apr-28 $485,230.50
6670403 EDEN PRAIRIE MN 55344 SFD 7.000 6.733 $1,828.25 360 1-Feb-28 $274,120.30
6670421 LITTLETON CO 80123 PUD 7.750 6.750 $2,117.23 240 1-Mar-18 $256,993.83
6671222 WASHINGTON TWP MI 48094 SFD 7.500 6.750 $3,770.86 360 1-Mar-28 $538,497.03
6671538 TROUTDALE OR 97060 SFD 7.625 6.750 $2,096.84 360 1-Mar-28 $295,819.80
6671675 KATONAH NY 10536 SFD 7.500 6.750 $3,656.93 240 1-Apr-18 $453,122.21
6672283 ELK RIVER MN 55330 SFD 7.250 6.750 $1,943.79 360 1-Mar-28 $284,494.10
6672379 BROOKLYN NY 11209 MF2 7.875 6.750 $2,465.24 360 1-Mar-28 $339,530.48
6673125 SEATTLE WA 98105 SFD 7.375 6.750 $4,558.46 360 1-Apr-28 $659,497.79
6673771 DEEPHAVEN MN 55391 SFD 7.125 6.750 $1,839.25 360 1-Mar-28 $272,562.08
6673858 FLAGSTAFF AZ 86001 SFD 7.500 6.750 $1,625.67 360 1-Mar-28 $231,951.12
6674325 CHARLOTTE NC 28277 SFD 7.250 6.750 $1,691.80 360 1-Mar-28 $247,611.89
6674369 SUDBURY MA 01776 SFD 7.250 6.750 $2,101.10 360 1-Feb-28 $307,274.83
6674566 PHOENIX AZ 85013 SFD 7.625 6.750 $2,165.85 360 1-Mar-28 $305,555.65
6674736 CONCORD MA 01742 SFD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6674901 FRIDLEY MN 55432 SFD 7.250 6.750 $1,778.43 360 1-Mar-28 $260,292.03
6674904 SILVER SPRING MD 20910 SFD 7.500 6.750 $1,678.11 360 1-Mar-28 $239,642.67
6674975 MINNETONKA MN 55345 SFD 7.125 6.750 $1,684.30 360 1-Mar-28 $249,598.97
6675111 HARDING TWP NJ 07960 SFD 7.375 6.750 $3,453.38 360 1-Mar-28 $499,236.74
6675491 WESTON CT 06883 SFD 7.750 6.750 $1,611.93 360 1-Mar-28 $224,681.36
6675520 GURNEE IL 60031 SFD 7.375 6.750 $1,723.93 360 1-Mar-28 $249,074.97
6676168 N POTOMAC MD 20878 SFD 7.375 6.750 $1,888.13 360 1-Apr-28 $273,166.99
6676892 ST CHARLES IL 60174 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6677073 DULUTH MN 55803 SFD 7.375 6.750 $2,590.03 360 1-Apr-28 $374,714.66
6677352 SALT LAKE CITY UT 84121 SFD 7.000 6.733 $1,913.08 360 1-Mar-28 $287,064.38
6677931 TAYLORSVILLE UT 84118 SFD 7.625 6.750 $4,600.66 360 1-Mar-28 $649,056.11
6678366 GILBERT AZ 85233 SFD 7.500 6.750 $2,447.25 360 1-Mar-28 $349,478.88
6679030 EDEN PRAIRIE MN 55347 SFD 7.500 6.750 $3,707.24 360 1-Mar-28 $529,410.56
6679060 ORONO MN 55359 SFD 7.125 6.750 $5,423.43 360 1-Mar-28 $803,708.70
6679097 FALMOUTH ME 04105 SFD 7.375 6.750 $2,040.25 360 1-Mar-28 $294,949.08
6679193 COLORADO SPRINGS CO 80904 SFD 6.875 6.608 $2,154.73 360 1-Mar-28 $327,401.77
6679334 BAYTOWN TWP MN 55082 SFD 7.250 6.750 $2,232.08 360 1-Apr-28 $326,944.75
6680858 EDWARDS CO 81632 SFD 7.375 6.750 $4,841.63 360 1-Feb-28 $699,389.94
6681234 DES MOINES WA 98198 SFD 7.125 6.750 $1,616.92 360 1-Mar-28 $239,615.02
6681279 STILLWATER MN 55082 SFD 7.000 6.733 $1,921.06 360 1-Apr-28 $288,513.31
6681879 REDMOND WA 98052 SFD 7.000 6.733 $2,002.56 360 1-Mar-28 $300,505.10
6681893 TEMPE AZ 85284 SFD 7.375 6.750 $1,636.90 360 1-Apr-28 $236,791.43
6681932 DAVENPORT IA 52807 SFD 7.625 6.750 $2,116.30 360 1-Apr-28 $298,783.60
6682569 ROSWELL GA 30076 SFD 7.750 6.750 $2,785.41 360 1-Apr-28 $388,525.59
6682589 SMYRNA GA 30080 SFD 7.375 6.750 $1,699.06 360 1-Mar-28 $245,624.47
6682628 LAGUNA BEACH CA 92651 SFD 7.000 6.733 $3,087.00 360 1-Mar-28 $463,237.12
6682665 NORTH CALDWELL NJ 07006 SFD 7.250 6.750 $1,637.22 360 1-Mar-28 $239,624.43
6682895 TUCSON AZ 85737 SFD 7.375 6.750 $1,683.52 360 1-Mar-28 $243,377.92
6683117 COLTS NECK NJ 07722 SFD 7.375 6.750 $2,175.63 360 1-Mar-28 $314,512.30
6683130 MINNEAPOLIS MN 55409 SFD 7.875 6.750 $1,848.93 360 1-Mar-28 $254,647.87
6683261 NEWPORT BEACH CA 92660 PUD 7.625 6.750 $6,879.75 360 1-Apr-28 $971,296.50
6683300 CENTREVILLE VA 20120 SFD 6.875 6.608 $2,004.17 360 1-Apr-28 $304,825.70
6683461 PAGOSA SPRINGS CO 81147 SFD 7.375 6.750 $1,864.82 360 1-Mar-28 $269,587.84
6683984 MORRIS TWP NJ 07961 SFD 7.250 6.750 $2,279.15 360 1-Apr-28 $333,839.37
6684365 HAGERSTOWN MD 21740 SFD 7.250 6.750 $1,886.22 360 1-Mar-28 $275,952.83
6684434 MOUNTAINSIDE NJ 07092 SFD 7.625 6.750 $1,663.32 360 1-Mar-28 $234,658.74
6684794 LUTZ FL 33549 SFD 7.375 6.750 $2,279.23 360 1-Feb-28 $329,242.04
6684849 FREELAND WA 98249 SFD 7.375 6.750 $2,928.46 360 1-Apr-28 $423,677.37
6685050 MUKWONAGO WI 53149 SFD 7.250 6.750 $2,182.96 360 1-Apr-28 $319,750.37
6685463 MARSHALL MI 49068 SFD 7.250 6.750 $1,749.78 360 1-Mar-28 $256,098.61
6685539 CONCORD CA 94518 SFD 7.875 6.750 $2,088.20 360 1-Apr-28 $287,801.80
6685636 RANCHO SANTA FE CA 92067 SFD 7.500 6.750 $6,992.15 360 1-Apr-28 $999,257.85
6685651 LOS ANGELES CA 90005 SFD 7.625 6.750 $3,910.56 360 1-Apr-28 $552,100.12
6685928 BLOOMFIELD HILLS MI 48304 SFD 7.500 6.750 $2,622.05 360 1-Mar-28 $374,441.66
6685942 EDMONDS WA 98026 SFD 7.875 6.750 $1,728.93 360 1-Mar-28 $238,120.72
6685948 VANCOUVER WA 98682 SFD 7.000 6.733 $2,174.21 360 1-Mar-28 $326,262.68
6686072 SEATTLE WA 98199 SFD 7.250 6.750 $2,114.75 360 1-Mar-28 $309,514.88
6686196 WESTBOROUGH MA 01581 SFD 7.500 6.750 $1,713.08 360 1-Mar-28 $244,635.20
6686358 NORTH OAKS MN 55127 PUD 7.250 6.750 $1,848.70 360 1-Apr-28 $270,788.59
6686459 WAYZATA MN 55391 SFD 7.250 6.750 $1,944.20 360 1-Mar-28 $284,277.35
6686648 FOX RIVER GROVE IL 60021 SFD 7.750 6.750 $1,998.79 360 1-Mar-28 $278,604.89
6686734 BELLVUE CO 80512 SFD 7.375 6.750 $2,195.66 360 1-Mar-28 $316,813.48
6686961 SCOTTSDALE AZ 85255 SFD 7.375 6.750 $3,079.72 360 1-Mar-28 $445,219.13
6687005 BOULDER CO 80304 SFD 7.375 6.750 $2,870.45 360 1-Mar-28 $414,965.57
6687567 HUDSON OH 44236 SFD 7.375 6.750 $2,141.09 360 1-Mar-28 $309,526.79
6687784 EDINA MN 55435 SFD 7.375 6.750 $2,369.02 360 1-Mar-28 $342,476.40
6687793 MEDINA WA 98039 SFD 7.625 6.750 $1,769.48 360 1-Mar-28 $249,636.97
6687808 LAKE HAVASU CITY AZ 86406 SFD 7.750 6.750 $2,171.41 240 1-Mar-18 $263,554.01
6687812 HENDERSON NV 89014 SFD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6687895 CLOVER SC 29710 SFD 7.250 6.750 $1,872.57 360 1-Apr-28 $274,285.87
6688012 ATLANTA GA 30318 SFD 7.250 6.750 $2,046.53 360 1-Mar-28 $299,530.53
6688062 WASHINGTON TWP NJ 07853 SFD 7.500 6.750 $2,083.66 360 1-Mar-28 $297,556.30
6688210 HERNDON VA 20171 SFD 7.375 6.750 $2,514.06 360 1-Mar-28 $363,412.47
6688312 WASHINGTON DC 20007 SFD 7.375 6.750 $3,063.14 360 1-Mar-28 $442,319.93
6688399 CARMEL IN 46032 SFD 7.125 6.750 $2,189.59 360 1-Mar-28 $324,478.65
6688401 RED WING MN 55066 SFD 7.500 6.750 $1,915.85 360 1-Mar-28 $273,592.03
6688447 OCEAN CITY NJ 08226 LCO 7.625 6.750 $2,378.19 360 1-Mar-28 $335,512.07
6688539 GILBERT AZ 85233 SFD 7.250 6.750 $2,234.13 360 1-Mar-28 $325,981.45
6688562 MIDDLETOWN NJ 07760 SFD 7.625 6.750 $1,988.90 360 1-Mar-28 $280,591.95
6688594 MAPLE PLAIN MN 55359 SFD 7.250 6.750 $2,383.52 360 1-Mar-28 $348,149.00
6688734 CHESHIRE CT 06410 SFD 7.375 6.750 $1,588.55 360 1-Mar-28 $229,648.91
6688749 BELLEVUE WA 98006 SFD 7.500 6.750 $2,045.20 360 1-Apr-28 $292,282.93
6688888 BROOMFIELD CO 80020 SFD 7.625 6.750 $1,827.88 360 1-Mar-28 $257,874.98
6689096 GREEN COVE SPRING FL 32043 SFD 7.500 6.750 $174.80 360 1-Mar-28 $24,962.78
6689593 ALPHARETTA GA 30005 SFD 7.625 6.750 $1,925.20 360 1-Mar-28 $271,605.01
6689932 LAS VEGAS NV 89118 SFD 7.750 6.750 $2,611.32 360 1-Mar-28 $363,627.38
6689963 WOODWAY WA 98020 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6689992 NAPERVILLE IL 60564 SFD 7.000 6.733 $2,528.15 360 1-Apr-28 $379,688.52
6690040 GIG HARBOR WA 98332 SFD 7.375 6.750 $2,082.39 360 1-Apr-28 $301,270.58
6690477 MISSION VIEJO CA 92692 SFD 7.375 6.750 $1,519.49 360 1-Apr-28 $219,832.59
6690535 SUN VALLEY ID 83353 SFD 7.500 6.750 $2,174.56 360 1-Mar-28 $310,536.94
6691144 ONEIDA WI 54155 SFD 7.625 6.750 $2,069.59 360 1-Mar-28 $291,774.76
6691359 SHOREWOOD MN 55331 SFD 7.375 6.750 $3,152.93 360 1-Mar-28 $455,803.15
6691460 FAIRFAX STATION VA 22039 SFD 7.125 6.750 $2,054.84 360 1-Mar-28 $304,208.97
6691501 LIVONIA MI 48152 SFD 7.500 6.750 $1,748.04 360 1-Mar-28 $249,627.76
6691554 ASPEN CO 81611 PUD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6691716 LONG HILL TWPS NJ 07980 SFD 7.625 6.750 $769.73 360 1-Apr-28 $108,671.29
6692288 CHICAGO IL 60647 LCO 7.625 6.750 $1,751.79 360 1-Apr-28 $247,320.87
6692734 MONTGOMERY TWNSP NJ 08558 SFD 7.500 6.750 $2,342.37 360 1-Apr-28 $334,751.38
6692867 WOODINVILLE WA 98072 SFD 7.250 6.750 $1,909.75 360 1-Mar-28 $279,511.91
6693599 WILMINGTON DE 19807 SFD 7.500 6.750 $4,894.50 360 1-Apr-28 $699,480.50
6694248 ATLANTA GA 30327 LCO 7.750 6.750 $2,686.55 360 1-Mar-28 $374,468.94
6694887 AKRON OH 44312 SFD 7.000 6.733 $1,703.17 360 1-May-28 $256,000.00
6694969 NEWTON MA 02159 SFD 7.000 6.733 $2,283.32 360 1-Apr-28 $342,918.68
6695006 DURANGO CO 81301 SFD 7.625 6.750 $1,946.43 360 1-Mar-28 $274,600.67
6695840 DOYLESTOWN PA 18901 SFD 7.625 6.750 $1,840.26 360 1-Mar-28 $259,622.45
6695930 LUXEMBURG WI 54217 SFD 7.750 6.750 $3,177.29 360 1-Mar-28 $442,871.94
6696005 HINSDALE IL 60521 SFD 7.375 6.750 $2,507.15 360 1-Mar-28 $362,414.35
6696076 SEATTLE WA 98199 SFD 7.375 6.750 $4,282.19 360 1-Mar-28 $619,053.56
6696143 COLORADO SPRINGS CO 80919 SFD 7.375 6.750 $1,942.52 360 1-Mar-28 $280,820.68
6696369 NAPERVILLE IL 60540 SFD 7.500 6.750 $2,152.18 360 1-Feb-28 $307,110.42
6697016 MIDDLETOWN DE 19709 SFD 7.375 6.750 $1,699.06 360 1-Mar-28 $245,624.47
6697660 LOS ANGELES CA 91356 SFD 7.250 6.750 $1,951.02 360 1-Mar-28 $285,351.24
6697981 MINNETONKA MN 55305 SFD 7.375 6.750 $2,244.69 360 1-Apr-28 $324,752.71
6698055 CORAL SPRINGS FL 33071 SFD 7.625 6.750 $1,923.78 360 1-Mar-28 $271,405.31
6698095 BROOKLINE MA 02176 SFD 7.250 6.750 $1,773.66 360 1-Mar-28 $259,593.12
6698155 MUKILTEO WA 98275 SFD 7.375 6.750 $1,788.85 360 1-Mar-28 $258,604.63
6698185 ISSAQUAH WA 98027 LCO 7.250 6.750 $648.07 360 1-Apr-28 $94,925.89
6698552 LUTHERVILLE MD 21093 SFD 7.250 6.750 $1,910.09 360 1-Apr-28 $279,568.99
6699779 BEVERLY MA 01915 SFD 7.125 6.750 $1,891.13 360 1-Apr-28 $280,475.53
6699808 UPLAND CA 91784 SFD 7.250 6.750 $2,547.38 360 1-Apr-28 $373,128.70
6699828 BRYN MAWR PA 19010 SFD 7.500 6.750 $3,705.84 360 1-Mar-28 $529,210.86
6700145 COTO DE CAZA CA 92679 PUD 7.375 6.750 $1,802.66 360 1-Apr-28 $260,801.14
6700864 CLEAR LAKE IA 50428 SFD 7.625 6.750 $1,751.79 360 1-Mar-28 $247,140.60
6700919 CLOVIS CA 93611 SFD 7.250 6.750 $3,472.28 360 1-Apr-28 $508,602.93
6701266 SEATTLE WA 98116 SFD 7.750 6.750 $2,109.48 360 1-Mar-28 $294,033.01
6701296 ST HELENA CA 94574 SFD 7.750 6.750 $5,910.40 360 1-Apr-28 $824,130.17
6701375 TUALATIN OR 97062 SFD 7.500 6.750 $1,773.21 360 1-Mar-28 $253,222.40
6701500 LINCOLN CA 95648 SFD 7.375 6.750 $2,472.62 360 1-Feb-28 $357,177.73
6701755 MT LAUREL NJ 08054 SFD 7.000 6.733 $1,689.87 360 1-Apr-28 $253,791.80
6701836 JACKSON MI 49201 SFD 7.125 6.750 $1,920.10 360 1-Mar-28 $284,542.82
6702194 DARNESTOWN MD 20878 SFD 7.250 6.750 $1,961.94 360 1-Mar-28 $287,149.93
6702211 MCHENRY MD 21561 SFD 7.250 6.750 $2,326.22 360 1-Mar-28 $340,466.37
6702327 WOODBINE MD 21797 SFD 7.625 6.750 $1,677.47 360 1-Mar-28 $236,655.85
6702340 WARREN NJ 07060 SFD 7.500 6.750 $2,811.89 360 1-Apr-28 $401,851.55
6702400 SALINAS CA 93908 SFD 6.750 6.483 $2,594.39 360 1-Apr-28 $399,655.61
6702499 BLOOMINGTON MN 55438 SFD 7.375 6.750 $3,056.21 240 1-Apr-18 $382,297.64
6702844 NORTH OAKS MN 55127 SFD 7.125 6.750 $1,997.24 360 1-Apr-28 $296,212.93
6703155 LA CROSSE WI 54601 SFD 7.625 6.750 $2,696.69 360 1-Mar-28 $380,446.75
6703400 PONTE VEDRA BEACH FL 32082 SFD 7.125 6.750 $4,126.53 360 1-Apr-28 $612,010.19
6703496 FRANKLIN LAKES NJ 07417 SFD 7.875 6.750 $3,538.34 360 1-Apr-28 $487,664.16
6703632 BOCA RATON FL 33434 SFD 7.375 6.750 $2,514.06 360 1-Mar-28 $363,444.34
6703699 DUCK NC 27949 PUD 8.000 6.750 $2,342.03 240 1-Apr-18 $279,524.64
6704251 BOWIE MD 20720 SFD 7.500 6.750 $1,769.01 360 1-Mar-28 $252,623.31
6704318 STOCKTON CA 95219 PUD 7.500 6.750 $2,352.86 360 1-Apr-28 $335,729.32
6704496 SAN DIEGO CA 92129 SFD 6.875 6.608 $1,796.70 360 1-Apr-28 $273,270.23
6704606 KANEOHE HI 96744 SFD 7.875 6.750 $3,356.35 360 1-Mar-28 $462,260.77
6704685 MIDDLETOWN NJ 07748 SFD 7.875 6.750 $978.84 360 1-Mar-28 $134,813.59
6704735 MINNEAPOLIS MN 55403 SFD 7.500 6.750 $2,796.86 360 1-Mar-28 $398,996.88
6704859 DEER HARBOR WA 98243 SFD 7.500 6.750 $2,447.25 360 1-Mar-28 $349,478.88
6704997 JOHNSTON IA 50131 SFD 7.625 6.750 $1,875.65 360 1-Mar-28 $264,615.19
6705044 ESSEX MA 01929 SFD 7.375 6.750 $3,149.48 360 1-Apr-28 $455,653.02
6705334 ATLANTA GA 30319 SFD 7.375 6.750 $2,085.84 360 1-Mar-28 $300,532.84
6705611 CAREFREE AZ 85377 SFD 7.500 6.750 $2,125.61 360 1-Apr-28 $303,774.39
6705775 RENO NV 89509 PUD 7.625 6.750 $2,512.67 360 1-Apr-28 $354,743.06
6705836 LOS ANGELES CA 91604 SFD 7.875 6.750 $2,773.39 360 1-Mar-28 $381,871.15
6706156 EDGEWOOD KY 41017 SFD 7.375 6.750 $1,947.04 240 1-Mar-18 $243,102.33
6706193 GLENNDALE MD 20769 SFD 7.250 6.750 $1,835.74 360 1-Apr-28 $268,890.07
6706419 INCLINE VILLAGE NV 89450 LCO 7.750 6.750 $1,450.73 360 1-Mar-28 $202,213.24
6706549 VIRGINIA BEACH VA 23451 SFD 7.500 6.750 $2,010.24 360 1-Apr-28 $287,286.64
6706919 SANTA FE NM 87501 SFD 7.500 6.750 $2,433.27 360 1-Mar-28 $347,481.85
6707180 BOYLSTON MA 01505 SFD 7.625 6.750 $2,180.00 360 1-Apr-28 $307,777.08
6707270 DARNESTOWN MD 20878 SFD 7.000 6.733 $2,448.31 360 1-Apr-28 $367,698.36
6707361 PLEASANTON CA 94588 SFD 7.750 6.750 $2,066.13 360 1-Apr-28 $288,196.45
6707364 VAIL CO 81657 SFD 7.750 6.750 $10,746.18 360 1-Apr-28 $1,498,941.32
6707771 MISSION VIEJO CA 92692 PUD 7.625 6.750 $2,937.34 360 1-Apr-28 $414,699.64
6707789 BELLEVUE WA 98004 SFD 7.375 6.750 $3,653.67 360 1-Apr-28 $528,597.48
6708210 CHARLOTTE NC 28210 SFD 7.625 6.750 $2,073.84 360 1-Mar-28 $292,574.51
6708260 ALEXANDRIA VA 22305 SFD 7.375 6.750 $1,809.57 360 1-Mar-28 $261,600.05
6708323 LONG BEACH NJ 08008 SFD 7.750 6.750 $2,675.80 360 1-Mar-28 $372,971.07
6708539 SEQUIM WA 98382 SFD 7.875 6.750 $3,670.66 360 1-Mar-28 $505,550.93
6708685 WAYZATA MN 55391 SFD 7.375 6.750 $2,034.04 360 1-Mar-28 $294,050.44
6708715 ROSEMOUNT MN 55068 PUD 7.625 6.750 $614.36 360 1-Mar-28 $86,673.96
6708883 WASHINGTON DC 20015 SFD 7.500 6.750 $2,237.49 360 1-Apr-28 $319,762.51
6708906 BETHESDA MD 20816 SFD 7.500 6.750 $2,146.59 360 1-Mar-28 $306,541.90
6709073 CRANFORD NJ 07016 SFD 7.625 6.750 $2,618.84 360 1-Apr-28 $369,732.20
6709288 KIRKLAND WA 98033 SFD 7.250 6.750 $2,528.49 360 1-Apr-28 $370,360.85
6709560 ARLINGTON HEIGHTS IL 60004 SFD 7.625 6.750 $1,786.47 360 1-May-28 $252,400.00
6709753 COLTS NECK NJ 07722 SFD 7.750 6.750 $1,791.03 360 1-Mar-28 $249,645.96
6710186 PINE RIVER MN 56474 SFD 7.625 6.750 $5,308.45 360 1-Mar-28 $748,910.91
6710203 NORTHVILLE MI 48167 SFD 7.750 6.750 $1,828.28 360 1-Apr-28 $255,019.89
6710626 TROUTDALE OR 97060 SFD 7.875 6.750 $2,583.06 360 1-Mar-28 $355,758.05
6710694 EVERETT WA 98205 SFD 7.875 6.750 $2,204.21 360 1-Mar-28 $303,580.21
6710983 SWEET HOME OR 97386 SFD 7.750 6.750 $716.41 360 1-Apr-28 $99,929.42
6711255 YORK TOWN HEIGHTS NY 10601 PUD 7.750 6.750 $2,149.24 360 1-Feb-28 $299,360.67
6711320 JEFFERSON NJ 07438 SFD 8.125 6.750 $1,833.97 360 1-Mar-28 $246,675.76
6711398 WAYNE NJ 07470 SFD 7.625 6.750 $3,538.97 360 1-Apr-28 $499,111.11
6711410 OGDEN UT 84403 SFD 7.625 6.750 $2,477.28 360 1-Mar-28 $349,491.75
6711498 COROLLA NC 27927 SFD 7.875 6.750 $1,876.12 360 1-Mar-28 $258,392.69
6711665 ASPEN CO 81611 SFD 7.625 6.750 $3,029.36 360 1-Mar-28 $427,378.48
6711842 STILLWATER MN 55082 SFD 7.375 6.750 $2,198.17 360 1-Apr-28 $316,021.83
6712737 BARRINGTON IL 60010 SFD 7.625 6.750 $1,769.48 360 1-Mar-28 $249,636.97
6713256 RIVERTON UT 84065 SFD 7.750 6.750 $1,683.57 360 1-Mar-28 $234,667.21
6713387 CARBONDALE CO 81623 SFD 7.500 6.750 $1,762.02 360 1-Mar-28 $251,624.79
6714425 OXNARD CA 93035 SFD 7.500 6.750 $1,783.00 360 1-Apr-28 $254,810.75
6714535 BELLEVUE WA 98005 SFD 7.375 6.750 $1,768.13 360 1-Apr-28 $255,805.20
6714928 ATLANTA GA 30319 SFD 7.375 6.750 $2,260.58 360 1-Apr-28 $327,050.95
6715379 FAIR OAKS RANCH TX 78015 SFD 7.500 6.750 $1,674.27 360 1-Mar-28 $239,093.47
6715588 NORTHVILLE MI 48167 SFD 7.750 6.750 $2,337.29 360 1-Mar-28 $325,787.99
6716103 EDEN PRAIRIE MN 55347 SFD 7.250 6.750 $2,051.99 360 1-Apr-28 $300,565.34
6716183 LAS VEGAS NV 89113 SFD 7.750 6.750 $1,791.03 360 1-Apr-28 $249,823.55
6716756 CAMERON MT 59720 SFD 7.500 6.750 $2,293.42 360 1-Mar-28 $327,511.64
6717257 MOORESTOWN NJ 08057 SFD 7.750 6.750 $2,644.99 360 1-Mar-28 $368,677.17
6717450 GREENWOOD VILLAGE CO 80121 SFD 7.750 6.750 $3,868.63 360 1-Apr-28 $539,618.87
6717658 GREENVILLE WI 54942 SFD 7.750 6.750 $2,306.85 360 1-Apr-28 $321,772.73
6718109 ALPHARETTA GA 30202 PUD 8.125 6.750 $1,716.65 360 1-Mar-28 $230,896.51
6718254 ROCHESTER MN 55902 SFD 7.375 6.750 $2,134.19 360 1-Mar-28 $306,786.89
6718836 FORT LAUDERDALE FL 33308 SFD 7.500 6.750 $2,032.62 360 1-Mar-28 $290,267.17
6718861 CHULA VISTA CA 91915 SFD 7.875 6.750 $2,674.42 360 1-Mar-28 $368,340.65
6719319 CHANHASSEN MN 55317 SFD 7.500 6.750 $3,146.47 360 1-Apr-28 $449,666.03
6719327 LAKEVILLE MN 55044 SFD 7.625 6.750 $2,073.84 360 1-Apr-28 $292,787.93
6719767 SAN JOSE CA 95124 SFD 7.125 6.750 $1,603.45 360 1-Apr-28 $237,809.68
6719829 BAINBRIDGE ISLAND WA 98110 SFD 7.625 6.750 $1,875.65 360 1-Mar-28 $264,615.19
6720950 SOUTH PASADENA CA 91030 SFD 7.375 6.750 $2,370.40 360 1-Apr-28 $342,938.85
6721287 MEDINA MN 55340 SFD 7.750 6.750 $2,790.75 360 1-Mar-28 $388,993.35
6722093 ATLANTA GA 30342 SFD 7.625 6.750 $2,094.54 360 1-Apr-28 $295,710.82
6722511 GRAHAM WA 98338 SFD 7.375 6.750 $1,650.71 360 1-Mar-28 $238,635.17
6723461 BASALT CO 81621 PUD 7.625 6.750 $743.18 360 1-Apr-28 $104,924.01
6723471 INCLINE VILLAGE NV 89450 LCO 7.625 6.750 $1,751.79 360 1-Apr-28 $247,320.87
6723887 HERNDON VA 20171 SFD 7.500 6.750 $1,789.99 360 1-Apr-28 $255,810.01
6724064 MINNETRISTA MN 55359 SFD 7.500 6.750 $2,202.53 360 1-Mar-28 $314,530.98
6724626 DULUTH GA 30097 PUD 7.625 6.750 $4,538.73 360 1-Apr-28 $640,785.88
6724728 RENO NV 89511 SFD 7.375 6.750 $3,082.14 360 1-Apr-28 $445,910.44
6724764 MERCER ISLAND WA 98040 SFD 7.000 6.733 $2,581.37 360 1-Apr-28 $387,681.96
6724863 WEST LINN OR 97068 SFD 7.500 6.750 $1,941.02 360 1-Apr-28 $277,393.98
6725274 DEAL NJ 07723 SFD 7.625 6.750 $6,157.81 360 1-Apr-28 $869,370.32
6725569 COLTS NECK NJ 07722 SFD 7.625 6.750 $2,264.94 360 1-Mar-28 $319,506.82
6725598 NORWALK CT 06850 SFD 7.500 6.750 $2,187.14 360 1-Mar-28 $312,334.27
6725639 HOCKESSIN DE 19707 SFD 7.625 6.750 $1,760.99 360 1-Mar-28 $248,438.71
6725775 UNION NJ 08809 LCO 7.250 6.750 $382.02 360 1-Apr-28 $55,956.31
6726056 SONOMA CA 95476 SFD 7.625 6.750 $2,019.76 360 1-Apr-28 $285,153.47
6726590 TAOS NM 87571 SFD 7.625 6.750 $2,420.65 360 1-Apr-28 $341,752.48
6726965 SONOMA CA 95476 SFD 7.250 6.750 $1,998.78 360 1-Apr-28 $292,771.43
6727048 WOODBURY MN 55125 SFD 7.500 6.750 $2,171.06 360 1-Apr-28 $310,269.57
6727432 ROCKVILLE MD 20850 SFD 7.375 6.750 $2,248.84 360 1-Apr-28 $325,352.24
6727461 ARDMORE OK 73401 SFD 7.500 6.750 $1,901.86 360 1-Apr-28 $271,798.14
6728549 SCOTTS VALLEY CA 95066 SFD 7.750 6.750 $3,588.51 360 1-Apr-28 $500,546.47
6728716 BYRON CA 94514 SFD 7.875 6.750 $4,263.41 360 1-Apr-28 $587,595.34
6728845 STILLWATER MN 55082 SFD 7.750 6.750 $1,826.85 360 1-Mar-28 $253,487.00
6728975 EVERGREEN CO 80439 PUD 7.500 6.750 $2,838.81 360 1-Mar-28 $405,395.50
6728998 ASPEN CO 81611 SFD 7.500 6.750 $2,889.85 360 1-Apr-28 $412,993.28
6729136 BELFAST ME 04915 SFD 8.125 6.750 $1,822.83 360 1-Apr-28 $245,339.41
6729239 ROLAND AR 72135 SFD 7.250 6.750 $1,759.33 360 1-Apr-28 $257,698.82
6729425 SCOTTSDALE AZ 85254 SFD 7.875 6.750 $1,728.93 360 1-Mar-28 $238,120.72
6729802 NOVI MI 48375 SFD 7.625 6.750 $2,123.38 360 1-Apr-28 $299,782.87
6729971 CAMBRIDGE MA 02138 SFD 7.500 6.750 $2,796.86 360 1-Apr-28 $399,703.14
6730837 LEESBURG VA 20175 SFD 8.000 6.750 $1,990.34 360 1-Mar-28 $270,884.77
6730868 SAN JOSE CA 95120 SFD 7.125 6.750 $3,841.54 360 1-Apr-28 $569,744.02
6731198 HEBER CITY UT 84032 SFD 7.750 6.750 $2,256.70 360 1-Mar-28 $314,553.91
6731281 REDMOND WA 98053 SFD 7.125 6.750 $2,088.53 360 1-Apr-28 $309,752.10
6731755 RAMSEY NJ 07446 SFD 7.625 6.750 $2,017.21 360 1-Apr-28 $284,793.73
6731906 PORT TOWNSEND WA 98368 SFD 7.500 6.750 $1,817.96 360 1-Mar-28 $259,612.87
6732076 SHOREWOOD MN 55331 SFD 7.625 6.750 $4,459.10 360 1-Apr-28 $629,544.03
6732592 CORONADO CA 92118 MF2 7.125 6.750 $2,526.44 360 1-Apr-28 $374,700.12
6732972 COLTS NECK NJ 07722 SFD 7.625 6.750 $3,538.97 360 1-Apr-28 $499,638.11
6734112 ST PAUL MN 55108 SFD 7.375 6.750 $1,726.69 360 1-Apr-28 $249,809.77
6734143 DENVER CO 80218 PUD 7.375 6.750 $1,685.25 360 1-Mar-28 $243,627.52
6734615 BOZEMAN MT 59715 SFD 7.250 6.750 $2,363.74 360 1-Apr-28 $346,229.70
6735202 MESQUITE NV 89027 SFD 7.500 6.750 $2,377.89 360 1-Apr-28 $339,827.61
6735483 ENCINITAS CA 92024 SFD 7.125 6.750 $2,297.38 360 1-May-28 $341,000.00
6736373 CONGERS NY 10920 SFD 7.750 6.750 $2,034.61 360 1-Apr-28 $283,799.56
6736422 OMAHA NE 68144 SFD 8.000 6.750 $2,889.20 360 1-May-28 $393,750.00
6736485 ATLANTA GA 30329 SFD 7.250 6.750 $1,718.40 360 1-Apr-28 $251,703.50
6736536 OZARK MO 65721 SFD 7.500 6.750 $2,446.06 300 1-Apr-23 $330,622.69
6737094 SANTA ANA CA 92705 SFD 7.500 6.750 $2,852.80 360 1-May-28 $408,000.00
6737406 AVALON NJ 08202 SFD 8.000 6.750 $2,384.73 360 1-Apr-28 $324,781.94
6738618 HOUSTON TX 77005 SFD 7.250 6.750 $3,751.97 360 1-Apr-28 $549,570.95
6738632 SALT LAKE CITY UT 84108 SFD 7.500 6.750 $2,090.65 360 1-Mar-28 $297,450.73
6739013 RENO NV 89509 SFD 7.500 6.750 $2,097.64 360 1-May-28 $300,000.00
6739611 GIG HARBOR WA 98335 SFD 7.625 6.750 $2,229.55 360 1-Apr-28 $314,772.01
6739771 CORONA DEL MAR CA 92625 SFD 7.375 6.750 $3,142.57 360 1-Apr-28 $454,653.78
6740489 HALF MOON BAY CA 94019 PUD 7.000 6.733 $3,366.43 360 1-Apr-28 $505,585.24
6740721 WOODBURY MN 55125 SFD 7.500 6.750 $3,524.04 360 1-Apr-28 $503,625.96
6741695 COLORADO SPRINGS CO 80906 SFD 7.375 6.750 $2,071.51 360 1-Apr-28 $299,646.93
6742018 CAMAS WA 98607 SFD 7.500 6.750 $2,153.58 360 1-Apr-28 $307,771.42
6742054 VIRGINIA BEACH VA 23451 SFD 7.500 6.750 $2,153.58 360 1-Apr-28 $307,771.42
6742115 SOQUEL CA 95073 SFD 7.750 6.750 $4,011.91 360 1-Apr-28 $559,604.76
6742164 PARKER CO 80134 SFD 7.375 6.750 $1,346.82 360 1-Mar-28 $194,702.33
6742205 SPRINGFIELD MO 65810 SFD 7.500 6.750 $1,796.98 360 1-Apr-28 $256,809.27
6742515 DANVILLE CA 94506 SFD 7.500 6.750 $2,167.56 360 1-Apr-28 $309,769.94
6742610 CASTRO VALLEY CA 94552 PUD 7.125 6.750 $1,889.11 360 1-Apr-28 $280,175.77
6743254 ORONO MN 55356 SFD 7.375 6.750 $3,936.85 360 1-Apr-28 $569,566.27
6743297 JOPLIN MO 64804 SFD 7.625 6.750 $1,769.48 360 1-Apr-28 $249,819.06
6743364 CHINO HILLS CA 91709 SFD 7.250 6.750 $1,937.38 360 1-Apr-28 $283,778.45
6743759 COLORADO SPRINGS CO 80904 SFD 7.750 6.750 $2,399.98 360 1-Apr-28 $334,763.56
6744410 IRVINE CA 92614 SFD 7.500 6.750 $4,055.44 360 1-Apr-28 $579,569.56
6744524 GLENELG MD 21737 SFD 7.750 6.750 $1,926.07 360 1-Apr-28 $268,660.25
6744823 EDINA MN 55439 PUD 7.750 6.750 $2,381.00 360 1-Apr-28 $332,115.43
6745676 OREM UT 84057 SFD 7.750 6.750 $1,554.61 360 1-Apr-28 $216,846.85
6746602 HERNDON VA 20171 SFD 6.750 6.483 $2,967.34 360 1-Apr-28 $457,106.10
6746785 ROSCOE IL 61073 SFD 7.625 6.750 $1,642.08 360 1-Apr-28 $231,832.09
6747060 SACRAMENTO CA 95829 SFD 7.500 6.750 $1,810.97 360 1-Apr-28 $258,807.78
6747159 BULLHEAD CITY AZ 86442 SFD 7.875 6.750 $362.53 360 1-Apr-28 $49,965.60
6747419 ALBUQUERQUE NM 87122 SFD 7.500 6.750 $3,258.34 360 1-Mar-28 $465,306.16
6747903 ACTON MA 01720 SFD 7.250 6.750 $1,931.92 360 1-Apr-28 $282,979.08
6748907 EDINA MN 55439 SFD 7.500 6.750 $2,489.20 360 1-Apr-28 $355,735.80
6748957 DENTON TX 76201 SFD 7.750 6.750 $1,932.67 360 1-Mar-28 $269,387.95
6749127 YORBA LINDA CA 92887 SFD 7.125 6.750 $2,058.88 360 1-Apr-28 $305,355.62
6749250 SANDY UT 84093 SFD 7.500 6.750 $2,622.05 360 1-Apr-28 $374,439.00
6749330 PHOENIX AZ 85018 PUD 7.375 6.750 $2,486.43 360 1-Mar-28 $359,416.06
6750262 KAILUA HI 96734 SFD 7.250 6.750 $3,001.58 360 1-Apr-28 $439,656.75
6750386 WASHINGTON DC 20015 SFD 7.375 6.750 $2,983.72 360 1-Apr-28 $431,671.28
6751398 RARITAN TOWNSHIP NJ 08869 SFD 7.375 6.750 $3,453.38 360 1-Apr-28 $499,619.54
6751501 SAN JOSE CA 95123 SFD 7.875 6.750 $2,316.60 360 1-Mar-28 $319,058.80
6751925 PRINCETON JUNCTIO NJ 08550 SFD 7.625 6.750 $1,883.44 360 1-Apr-28 $265,907.40
6752384 OAKLAND CA 94619 SFD 7.625 6.750 $1,882.73 360 1-May-28 $266,000.00
6752423 SANTA ROSA CA 95403 SFD 7.750 6.750 $2,091.92 360 1-Apr-28 $291,793.91
6752476 SANTA CLARITA CA 91355 SFD 7.500 6.750 $2,065.83 360 1-Apr-28 $295,230.73
6753178 HERMOSA BEACH CA 90254 LCO 7.875 6.750 $1,859.80 360 1-Apr-28 $253,591.43
6753340 SANTA BARBARA CA 93110 SFD 7.750 6.750 $6,985.02 360 1-Apr-28 $974,311.85
6753389 WINCHESTER MA 01890 SFD 6.875 6.608 $2,135.02 360 1-Apr-28 $324,726.96
6753576 MORGAN HILL CA 95037 SFD 7.625 6.750 $1,639.25 360 1-Apr-28 $231,432.38
6753684 CASTRO VALLEY CA 94552 SFD 7.375 6.750 $1,999.50 360 1-Apr-28 $288,979.22
6753711 PARK CITY UT 84060 SFD 7.250 6.750 $1,739.55 360 1-May-28 $255,000.00
6753909 HAIKU HI 96708 SFD 6.750 6.483 $2,318.74 360 1-Apr-28 $357,192.20
6754213 WESTFIELD NJ 07090 SFD 7.750 6.750 $2,041.77 360 1-Apr-28 $284,798.85
6754907 TIBURON CA 94920 SFD 7.500 6.750 $4,530.91 360 1-Apr-28 $647,519.09
6756254 RENO NV 89509 SFD 7.375 6.750 $2,431.18 360 1-Mar-28 $351,318.96
6756690 LA CANADA-FLINTRI CA 91011 SFD 7.375 6.750 $2,265.41 360 1-Apr-28 $327,750.42
6756728 ROSWELL GA 30076 SFD 7.375 6.750 $1,956.78 360 1-Apr-28 $283,098.42
6756813 BOXBORO MA 01719 SFD 7.250 6.750 $2,395.80 360 1-Apr-28 $350,926.03
6756879 KEY BISCAYNE FL 33149 SFD 7.625 6.750 $3,538.97 360 1-May-28 $500,000.00
6756957 VALENCIA CA 91354 SFD 7.500 6.750 $2,139.53 360 1-Apr-28 $305,763.91
6757216 ST CHARLES IL 60175 SFD 7.000 6.733 $2,062.44 360 1-Apr-28 $309,745.89
6758024 THOUSAND OAKS CA 91362 SFD 7.500 6.750 $1,947.66 360 1-Apr-28 $278,343.28
6758447 BELLEVUE WA 98005 SFD 7.375 6.750 $1,588.55 360 1-Apr-28 $229,824.99
6758537 EDINA MN 55439 SFD 7.500 6.750 $1,887.88 360 1-Apr-28 $269,799.62
6758598 KIRKLAND WA 98034 SFD 6.875 6.608 $4,138.65 360 1-May-28 $630,000.00
6758610 MERCER ISLAND WA 98040 SFD 7.250 6.750 $3,612.12 360 1-Mar-28 $528,671.39
6758802 SAN RAFAEL CA 94901 SFD 7.750 6.750 $2,815.50 360 1-Apr-28 $392,722.62
6758804 SOUTHLAKE TX 76092 PUD 7.000 6.733 $2,208.80 360 1-Apr-28 $331,727.87
6758879 HADDONFIELD NJ 08033 SFD 7.000 6.733 $2,395.09 360 1-Mar-28 $359,408.10
6759013 DRAPER UT 84020 SFD 7.625 6.750 $3,008.12 360 1-Apr-28 $424,692.40
6759245 BETHESDA MD 20817 PUD 7.500 6.750 $2,992.64 360 1-Apr-28 $427,682.36
6759293 CLIVE IA 50325 SFD 7.250 6.750 $1,882.81 360 1-Mar-28 $275,568.08
6759777 REDWOOD CITY CA 94065 SFD 7.750 6.750 $2,292.52 360 1-Apr-28 $319,774.15
6759816 SAN JOSE CA 95123 SFD 7.375 6.750 $1,726.69 360 1-Apr-28 $249,609.77
6760424 SANTA CRUZ CA 95062 SFD 7.500 6.750 $1,389.69 360 1-Apr-28 $198,602.50
6760446 DIAMOND BAR CA 91765 SFD 7.500 6.750 $1,783.00 360 1-Apr-28 $254,810.75
6761086 ANAHEIM HILLS CA 92087 SFD 7.500 6.750 $4,419.04 360 1-Apr-28 $631,530.96
6762030 MISSION VIEJO CA 92692 PUD 7.625 6.750 $1,981.82 360 1-Apr-28 $279,797.35
6762366 TEANECK NJ 07666 SFD 7.250 6.750 $2,259.37 360 1-Feb-28 $330,357.07
6763410 LA JOLLA CA 92037 LCO 7.375 6.750 $1,692.15 360 1-Apr-28 $244,813.58
6763448 APTOS CA 95003 SFD 7.375 6.750 $1,716.33 360 1-Apr-28 $248,310.91
6763473 LOS ANGELES CA 90210 SFD 7.625 6.750 $4,246.76 360 1-Apr-28 $599,565.74
6763479 NOVI MI 48375 SFD 7.375 6.750 $1,967.73 360 1-Apr-28 $284,683.22
6763503 SAN JOSE CA 95111 SFD 7.750 6.750 $1,801.78 360 1-Apr-28 $251,322.49
6763716 WASHINGTON DC 20008 SFD 7.750 6.750 $2,250.25 360 1-Apr-28 $313,878.31
6764299 MANALAPAN TWNSP NJ 07726 SFD 7.625 6.750 $2,774.55 360 1-Apr-28 $391,716.28
6764454 LITTLE ROCK AR 72211 SFD 7.250 6.750 $2,708.24 360 1-Apr-28 $396,690.30
6764668 FORT WASHINGTON PA 19034 SFD 7.500 6.750 $1,789.99 360 1-Mar-28 $255,618.83
6765080 SAN JOSE CA 95123 SFD 7.875 6.750 $2,160.71 360 1-Apr-28 $297,794.92
6765563 BETHLEHEM TWNSP NJ 08827 SFD 7.750 6.750 $2,421.47 360 1-Apr-28 $337,761.45
6765635 WOODWAY WA 98020 SFD 7.375 6.750 $4,834.73 360 1-Apr-28 $699,467.35
6765783 JACKSON TN 38301 SFD 7.250 6.750 $1,773.66 360 1-Apr-28 $259,797.17
6765973 ALAMO CA 94507 SFD 7.000 6.733 $2,973.90 360 1-Apr-28 $446,633.60
6766230 SAN JOSE CA 95125 SFD 7.500 6.750 $2,055.69 360 1-Apr-28 $293,781.81
6766769 VENTURA CA 93003 SFD 7.375 6.750 $1,641.04 360 1-Apr-28 $237,415.87
6766829 WASHINGTON DC 20015 SFD 7.375 6.750 $1,962.90 360 1-May-28 $284,200.00
6767140 LEESBURG VA 20175 SFD 7.000 6.733 $1,729.79 360 1-May-28 $260,000.00
6767275 BOUNTIFUL UT 84010 PUD 7.750 6.750 $1,880.58 360 1-Apr-28 $262,314.73
6767472 CAMPBELL CA 95008 PUD 7.375 6.750 $1,708.38 360 1-May-28 $247,350.00
6768465 DURANGO CO 81301 SFD 7.625 6.750 $2,137.54 360 1-Apr-28 $301,681.42
6768506 CRYSTAL LAKE IL 60014 SFD 7.500 6.750 $1,831.94 360 1-Apr-28 $261,805.56
6768644 FORT WORTH TX 76132 SFD 7.750 6.750 $4,635.19 360 1-Apr-28 $646,543.35
6768730 NORTH OAKS MN 55127 SFD 7.625 6.750 $2,066.76 360 1-Apr-28 $291,788.66
6768943 SHIP BOTTOM NJ 08008 SFD 7.875 6.750 $942.59 360 1-Apr-28 $129,860.54
6769352 FRANKLIN MA 02038 SFD 7.375 6.750 $1,775.04 360 1-Apr-28 $256,804.44
6769579 NOKOMIS FL 34275 SFD 7.375 6.750 $2,486.43 360 1-Apr-28 $359,726.07
6770048 SNOWMASS VILLAGE CO 81615 LCO 7.750 6.750 $1,834.02 360 1-Apr-28 $255,818.89
6770087 EAGLE-VAIL CO 81620 SFD 7.375 6.750 $858.51 360 1-Apr-28 $124,205.42
6770156 ALBUQUERQUE NM 87122 SFD 7.375 6.750 $2,302.71 360 1-Apr-28 $332,140.56
6770672 COLORADO SPRINGS CO 80904 SFD 7.500 6.750 $4,106.49 360 1-Apr-28 $586,864.14
6770712 SAN FRANCISCO CA 94107 SFD 7.625 6.750 $2,937.34 360 1-Apr-28 $414,699.64
6770798 PARKLAND FL 33067 SFD 7.375 6.750 $2,590.03 360 1-Apr-28 $374,714.66
6771447 SAN ANTONIO TX 78257 SFD 7.500 6.750 $2,973.76 360 1-Apr-28 $424,984.37
6771534 ARLINGTON VA 22207 SFD 6.875 6.608 $1,740.86 360 1-Apr-28 $264,777.37
6771721 BETHESDA MD 20814 SFD 7.500 6.750 $2,111.63 360 1-Apr-28 $301,775.87
6772058 LAGUNA BEACH CA 92651 SFD 7.125 6.750 $2,344.54 360 1-Apr-28 $347,721.71
6772471 PLACITAS NM 87043 SFD 7.375 6.750 $2,279.23 360 1-Apr-28 $329,748.89
6772490 ORANGE CT 06477 SFD 7.250 6.750 $1,998.78 360 1-Apr-28 $292,771.43
6772513 NEWPORT BEACH CA 92660 SFD 7.125 6.750 $3,393.18 360 1-Apr-28 $503,247.24
6772790 PORTLAND OR 97212 SFD 7.375 6.750 $1,830.29 360 1-Apr-28 $264,798.36
6772860 SPOKANE WA 99208 SFD 7.750 6.750 $2,647.14 360 1-Apr-28 $369,239.21
6772945 MILL VALLEY CA 94941 SFD 7.875 6.750 $2,530.49 360 1-Apr-28 $348,759.82
6773060 WASHINGTON DC 20007 SFD 7.250 6.750 $2,387.62 360 1-Apr-28 $349,726.96
6773064 ALBUQUERQUE NM 87107 SFD 7.625 6.750 $1,939.35 360 1-Apr-28 $273,801.69
6773269 PORTLAND OR 97229 SFD 6.750 6.483 $1,712.30 360 1-Apr-28 $263,772.70
6773346 SHAKOPEE MN 55379 SFD 7.625 6.750 $1,964.13 360 1-Apr-28 $277,299.15
6773544 RENO NV 89511 SFD 7.500 6.750 $1,748.04 360 1-Apr-28 $249,814.46
6773751 HAYDEN ID 83835 SFD 7.500 6.750 $1,301.94 360 1-Apr-28 $186,061.81
6774406 ELK GROVE CA 95624 SFD 7.500 6.750 $5,908.36 360 1-Apr-28 $844,372.89
6774584 LAGUNA BEACH CA 92651 SFD 7.250 6.750 $3,410.88 360 1-Apr-28 $499,609.95
6774761 BASALT CO 81621 LCO 7.375 6.750 $717.61 360 1-Apr-28 $103,820.94
6775399 LAKE HAVASU CITY AZ 86406 SFD 7.625 6.750 $1,698.00 360 1-Apr-28 $239,726.36
6775754 NEW WINDSOR NY 12553 SFD 7.750 6.750 $716.41 360 1-Apr-28 $99,929.42
6776848 N REDINGTON BEACH FL 33708 SFD 7.750 6.750 $1,182.08 360 1-Apr-28 $164,883.54
6777296 SANTA CRUZ CA 95060 PUD 7.250 6.750 $2,406.72 360 1-Apr-28 $352,524.78
6777525 CALABASAS AREA CA 91302 LCO 7.375 6.750 $2,305.13 360 1-Apr-28 $333,496.04
6777688 SALT LAKE CITY UT 84117 LCO 7.750 6.750 $1,810.37 360 1-Mar-28 $252,342.15
6777853 BOULDER CO 80302 SFD 7.625 6.750 $1,981.82 360 1-Apr-28 $279,797.35
6778258 WENATCHEE WA 98801 SFD 7.125 6.750 $1,616.92 360 1-Apr-28 $239,808.08
6778584 CLOSTER NJ 07624 SFD 7.375 6.750 $3,453.38 360 1-Apr-28 $499,619.54
6778769 FOREST LAKE MN 55025 SFD 7.250 6.750 $2,373.97 360 1-Mar-28 $347,328.63
6779181 REHOBOTH BEACH DE 19971 SFD 7.000 6.733 $1,809.62 360 1-Apr-28 $271,777.05
6779353 INDIALANTIC FL 32903 SFD 7.625 6.750 $2,689.62 360 1-Apr-28 $379,724.96
6779436 STEAMBOAT SPRINGS CO 80488 SFD 7.375 6.750 $2,631.47 360 1-Apr-28 $380,710.09
6779622 CAREFREE AZ 85377 SFD 7.500 6.750 $1,817.96 360 1-May-28 $260,000.00
6779760 INCLINE VILLAGE NV 89450 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6779918 CULVER CITY CA 90230 LCO 7.625 6.750 $1,848.76 360 1-Apr-28 $261,010.95
6780244 BEVERLY HILLS CA 90210 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6780490 MILFORD MI 48381 SFD 7.625 6.750 $1,717.46 360 1-Apr-28 $242,474.38
6781328 BRENTWOOD TN 37027 SFD 7.500 6.750 $2,020.73 360 1-Apr-28 $288,785.52
6781711 ORANGE CA 92667 SFD 7.500 6.750 $4,544.89 360 1-Apr-28 $649,517.61
6781897 CASTLE ROCK CO 80104 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
6782386 RENO NV 89511 SFD 7.625 6.750 $1,995.98 360 1-Mar-28 $281,439.55
6782869 CARMICHAEL CA 95608 SFD 7.625 6.750 $1,783.64 360 1-Apr-28 $251,817.61
6783124 COLORADO SPRINGS CO 80907 SFD 7.750 6.750 $1,780.28 360 1-Apr-28 $248,324.62
6783136 SANDY UT 84092 SFD 7.500 6.750 $908.98 360 1-Apr-28 $129,903.52
6783285 SANTA MARIA CA 93455 PUD 7.250 6.750 $1,637.22 360 1-May-28 $240,000.00
6783467 VIRGINIA BEACH VA 23451 SFD 7.500 6.750 $2,069.67 360 1-Apr-28 $295,780.33
6783819 SEATTLE WA 98177 SFD 7.625 6.750 $7,077.94 360 1-Apr-28 $999,276.23
6783967 BELLEVUE WA 98004 SFD 7.000 6.733 $1,064.48 360 1-Apr-28 $159,868.85
6784807 SAN MARINO CA 91108 SFD 7.500 6.750 $5,768.52 360 1-Apr-28 $824,387.73
6784907 SAN FRANCISCO CA 94112 SFD 7.250 6.750 $1,680.88 360 1-Apr-28 $246,207.79
6785878 NEWPORT BEACH CA 92625 PUD 7.375 6.750 $2,728.17 360 1-Apr-28 $394,699.43
6786469 PARK CITY UT 84060 SFD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6786696 THOUSAND OAKS CA 91362 SFD 7.125 6.750 $2,347.91 360 1-Apr-28 $348,221.31
6786746 ROWLAND HEIGHTS CA 91748 SFD 7.125 6.750 $1,774.22 360 1-Apr-28 $263,137.41
6786781 SONOMA CA 95476 SFD 7.500 6.750 $3,272.32 360 1-Apr-28 $467,652.68
6786782 OCEAN CITY NJ 08226 LCO 7.750 6.750 $2,062.55 360 1-Apr-28 $287,696.80
6786794 WEST LAFAYETTE IN 47906 SFD 7.750 6.750 $2,335.50 360 1-Apr-28 $325,769.92
6787310 SANTA CRUZ CA 95060 SFD 7.750 6.750 $2,435.80 360 1-May-28 $340,000.00
6787437 DURANGO CO 81301 SFD 7.625 6.750 $2,349.88 360 1-May-28 $332,000.00
6787885 PORTOLA VALLEY CA 94028 SFD 6.500 6.233 $3,349.96 360 1-Apr-28 $529,520.87
6787967 LONG LAKE MN 55356 SFD 7.625 6.750 $1,859.37 360 1-Apr-28 $262,509.87
6790021 ANN ARBOR MI 48105 SFD 7.875 6.750 $4,060.39 360 1-Apr-28 $559,614.61
6790599 BOXFORD MA 01970 SFD 7.125 6.750 $2,021.16 360 1-Apr-28 $299,760.09
6790713 TACOMA WA 98422 SFD 7.375 6.750 $2,364.87 360 1-Apr-28 $342,139.46
6791015 WINDERMERE FL 34786 SFD 7.625 6.750 $1,755.33 360 1-May-28 $248,000.00
6791309 LONG BEACH TWP NJ 08008 SFD 7.750 6.750 $2,550.43 360 1-Apr-28 $355,748.74
6791471 WEST HOLLYWOOD CA 90048 SFD 7.625 6.750 $2,972.73 360 1-Apr-28 $419,696.02
6791905 MIDLAND TX 79707 PUD 7.250 6.750 $2,243.34 360 1-Apr-28 $328,593.46
6792091 HALLETTSVILLE TX 77964 SFD 8.000 6.750 $2,113.24 360 1-Apr-28 $287,806.76
6792883 BLUFFDALE UT 84065 SFD 7.750 6.750 $1,934.31 360 1-Apr-28 $269,809.44
6793370 IRVINE CA 92612 SFD 7.500 6.750 $1,963.39 360 1-Apr-28 $280,591.61
6793661 LOS ANGELES CA 90049 SFD 7.125 6.750 $4,379.17 360 1-Apr-28 $649,480.21
6793697 NAPA CA 94558 SFD 7.125 6.750 $1,751.67 360 1-Apr-28 $259,792.08
6794306 CARSON CITY NV 89701 SFD 7.875 6.750 $601.81 360 1-Apr-28 $82,942.88
6794759 ORINDA CA 94563 SFD 7.750 6.750 $3,283.32 360 1-May-28 $458,300.00
6794996 DIAMOND BAR CA 91789 SFD 7.500 6.750 $1,258.59 360 1-Apr-28 $179,866.41
6795747 OXNARD CA 93035 SFD 7.500 6.750 $3,076.54 360 1-Apr-28 $439,673.46
6795915 BLOOMINGTON MN 55435 SFD 7.625 6.750 $880.50 360 1-Apr-28 $124,309.96
6796024 VALENCIA CA 91354 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,804.98
6796153 VASHON WA 98070 SFD 7.625 6.750 $1,946.43 360 1-Apr-28 $274,800.97
6796318 BOISE ID 83703 SFD 7.500 6.750 $2,752.11 360 1-Apr-28 $393,307.89
6796420 LA JOLLA CA 92037 SFD 7.625 6.750 $3,442.71 360 1-Apr-28 $486,047.96
6797333 PUEBLO WEST CO 81007 SFD 7.750 6.750 $1,980.88 360 1-Apr-28 $276,304.85
6797562 LOS ANGELES CA 91423 SFD 7.250 6.750 $1,057.37 360 1-Apr-28 $154,879.09
6798040 SIOUX FALLS SD 57108 SFD 7.625 6.750 $2,350.94 360 1-Apr-28 $331,909.60
6799367 FLAGSTAFF AZ 86001 SFD 7.625 6.750 $1,868.58 360 1-May-28 $264,000.00
6799378 NORTH ANDOVER MA 01845 SFD 7.875 6.750 $1,964.94 360 1-Apr-28 $270,813.50
6799451 COLLIERVILLE TN 38017 SFD 7.625 6.750 $2,052.60 360 1-Apr-28 $289,790.11
6799487 PLEASANTON CA 94566 SFD 7.250 6.750 $1,911.63 360 1-May-28 $280,225.00
6799528 SACRAMENTO CA 95821 SFD 7.375 6.750 $3,038.97 360 1-Apr-28 $439,665.20
6799569 GLENDALE AZ 85310 SFD 7.625 6.750 $2,181.77 360 1-Apr-28 $308,026.90
6800005 LIVERMORE CA 94550 SFD 7.625 6.750 $1,681.01 360 1-Apr-28 $237,328.10
6801105 FREMONT CA 94536 SFD 7.625 6.750 $2,891.34 360 1-Apr-28 $408,204.34
6801405 CARMICHAEL CA 95608 SFD 7.500 6.750 $2,064.08 360 1-Apr-28 $294,980.92
6801499 SANTA CLARA CA 95051 SFD 7.500 6.750 $2,377.33 360 1-May-28 $340,000.00
6801614 BEAVERTON OR 97007 SFD 7.500 6.750 $1,842.43 360 1-Apr-28 $263,304.45
6801664 LAGUNA BEACH CA 92667 SFD 7.375 6.750 $2,330.68 360 1-Apr-28 $337,193.23
6802608 EDWARDS CO 81632 SFD 7.250 6.750 $4,058.95 360 1-Apr-28 $594,535.84
6802853 PORTLAND OR 97229 SFD 7.250 6.750 $1,916.92 360 1-Apr-28 $280,780.79
6803549 LOS GATOS CA 95030 SFD 7.500 6.750 $6,992.15 360 1-Apr-28 $999,257.85
6803784 SEATTLE WA 98121 HCO 7.750 6.750 $2,753.17 360 1-Apr-28 $384,028.77
6804584 HOLLISTER CA 95023 SFD 7.250 6.750 $2,046.53 360 1-May-28 $300,000.00
6804603 LAS VEGAS NV 89129 SFD 8.000 6.750 $2,143.51 360 1-May-28 $292,125.00
6808470 FOOTHILL RANCH CA 92610 SFD 7.500 6.750 $2,572.41 360 1-Apr-28 $367,626.97
6808731 GREEN BAY WI 54313 SFD 7.500 6.750 $1,981.76 240 1-Apr-18 $245,555.74
6808777 CUPERTINO CA 95014 SFD 7.375 6.750 $2,196.35 360 1-May-28 $318,000.00
6808924 SANTA ANA CA 92705 SFD 7.625 6.750 $1,749.67 360 1-Apr-28 $247,021.08
6809187 DENVER CO 80206 SFD 7.750 6.750 $6,395.68 360 1-Apr-28 $892,107.92
6809486 HUNTSVILLE UT 84317 SFD 7.625 6.750 $1,663.32 360 1-Apr-28 $234,829.91
6809844 RANCHO SANTA FE CA 92067 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6809895 BELLEVUE WA 98008 SFD 7.375 6.750 $3,023.78 360 1-May-28 $437,800.00
6810846 MARTINEZ CA 94553 SFD 7.250 6.750 $2,251.18 360 1-Apr-28 $329,742.57
6811441 PUNGOTEAGUE VA 23422 SFD 7.750 6.750 $5,641.75 360 1-May-28 $787,500.00
6811906 TREASURE ISLAND FL 33706 SFD 7.625 6.750 $2,277.33 360 1-Apr-28 $321,517.12
6812943 HUDSON OH 44236 SFD 7.375 6.750 $2,037.49 360 1-Apr-28 $294,775.53
6813665 BROOMFIELD CO 80020 SFD 7.250 6.750 $717.65 360 1-Apr-28 $105,117.93
6813698 SAN DIEGO CA 92131 SFD 7.625 6.750 $1,663.32 360 1-Apr-28 $234,829.91
6814091 RIVERTON UT 84065 SFD 7.625 6.750 $2,087.99 360 1-Apr-28 $294,786.49
6815543 LOOMIS CA 95650 SFD 7.875 6.750 $6,525.62 360 1-Apr-28 $899,380.63
6816835 FLAGSTAFF AZ 86001 PUD 7.500 6.750 $2,254.27 360 1-May-28 $322,400.00
6817097 FAIRFAX STATION VA 22039 SFD 7.500 6.750 $2,228.75 360 1-May-28 $318,750.00
6818105 ANACORTES WA 98221 SFD 7.250 6.750 $1,792.76 360 1-May-28 $262,800.00
6819493 ELLICOTT CITY MD 21042 SFD 7.625 6.750 $1,426.91 360 1-May-28 $201,600.00
6822355 SPANAWAY WA 98387 SFD 7.125 6.750 $1,616.92 360 1-Apr-28 $239,658.08
6823081 ST PETERSBURG FL 33704 SFD 7.500 6.750 $2,936.70 360 1-May-28 $420,000.00
6823929 MANHATTAN BEACH CA 90266 SFD 7.125 6.750 $3,190.74 360 1-Apr-28 $473,221.26
6824063 LOS ALTOS CA 94022 SFD 7.500 6.750 $1,943.82 360 1-May-28 $278,000.00
6824222 HINSDALE IL 60521 SFD 7.500 6.750 $2,803.85 360 1-May-28 $401,000.00
6824474 SCOTTSDALE AZ 85255 SFD 7.125 6.750 $3,826.72 360 1-Apr-28 $567,545.78
6825121 CASTLE ROCK CO 80104 SFD 7.500 6.750 $1,748.81 360 1-Apr-28 $249,925.38
6825183 CHINO HILLS CA 91709 SFD 7.125 6.750 $1,616.59 360 1-May-28 $239,950.00
6825321 SAN GABRIEL CA 91775 SFD 7.500 6.750 $2,992.64 360 1-May-28 $428,000.00
6825351 REDMOND WA 98052 SFD 7.375 6.750 $2,099.65 360 1-May-28 $304,000.00
6825592 MIDDLETOWN CA 95461 SFD 7.000 6.733 $532.24 360 1-Apr-28 $79,934.43
6825809 NEWPORT BEACH CA 92657 SFD 7.250 6.750 $2,012.42 360 1-Apr-28 $294,769.81
6827636 SHREVEPORT LA 71106 SFD 7.375 6.750 $1,806.12 360 1-Apr-28 $261,301.02
6828692 LIVINGSTON NJ 07039 SFD 7.750 6.750 $788.05 360 1-May-28 $110,000.00
6828826 LITTLETON CO 80123 SFD 7.250 6.750 $2,046.53 360 1-May-28 $300,000.00
6831871 UNION CITY CA 94587 SFD 7.750 6.750 $2,041.77 360 1-May-28 $285,000.00
6832056 PARK CITY UT 84060 SFD 8.125 6.750 $1,373.62 360 1-May-28 $185,000.00
6833865 SAN JOSE CA 95138 SFD 7.125 6.750 $3,233.85 360 1-Apr-28 $479,616.15
6835064 EDMOND OK 73034 SFD 7.250 6.750 $2,386.93 360 1-Apr-28 $349,277.05
6837519 ALAMEDA CA 94501 SFD 7.750 6.750 $555.22 360 1-May-28 $77,500.00
6839370 SANTA CRUZ CA 95060 SFD 7.250 6.750 $2,410.59 360 1-May-28 $353,368.00
6839990 EL PASO TX 79922 SFD 7.500 6.750 $1,929.83 360 1-May-28 $276,000.00
6841547 LAKEWOOD IL 60014 SFD 7.500 6.750 $1,781.25 360 1-May-28 $254,750.00
6844183 ENGLEWOOD CO 80110 SFD 7.125 6.750 $2,917.20 360 1-May-28 $433,000.00
6846285 MOUND MN 55364 SFD 7.500 6.750 $2,097.65 360 1-May-28 $300,000.00
6847485 EDEN UT 84310 SFD 7.750 6.750 $4,298.47 360 1-May-28 $600,000.00
6872767 MIAMI FL 33176 PUD 7.625 6.750 $2,831.17 360 1-May-28 $400,000.00
$617,828,456.64
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ --- ------- ---- --- ---- --- -----
4573146 61.90 0.250 0.017 0.608
4590362 65.03 0.250 0.017 0.483
4606656 90.00 33 0.250 0.017 0.483
4620081 94.99 17 0.250 0.017 0.733
4624494 90.00 12 0.250 0.017 0.358
4646282 94.99 33 0.250 0.017 1.233
4650365 80.00 0.250 0.017 0.108
4659282 60.72 0.250 0.017 0.433
4659737 74.95 0.250 0.017 0.883
4663119 69.16 0.250 0.017 0.358
4665330 75.00 0.250 0.017 0.983
4665335 77.42 0.250 0.017 0.000
4665859 90.00 0.250 0.017 0.733
4669195 65.00 0.250 0.017 0.483
4669860 90.00 11 0.250 0.017 0.983
4670258 79.99 0.250 0.017 0.858
4670638 81.43 06 0.250 0.017 0.858
4671800 78.26 0.250 0.017 0.358
4676139 77.26 0.250 0.017 0.608
4678659 95.00 01 0.250 0.017 0.233
4678768 80.00 0.250 0.017 0.608
4679413 79.99 0.250 0.017 0.358
4679662 47.62 0.250 0.017 0.000
4680602 67.53 0.250 0.017 0.483
4682687 73.66 0.250 0.017 0.733
4684605 79.21 0.250 0.017 0.233
4684851 88.50 17 0.250 0.017 0.358
4686639 88.54 01 0.250 0.017 0.483
4688725 66.67 0.250 0.017 0.608
4688766 80.00 0.250 0.017 0.233
4689332 70.00 0.250 0.017 0.358
4689664 80.00 0.250 0.017 0.233
4689727 89.66 33 0.250 0.017 0.608
4689748 55.56 0.250 0.017 0.358
4690296 65.00 0.250 0.017 0.358
4690826 95.00 06 0.250 0.017 0.608
4691273 94.99 17 0.250 0.017 0.733
4691775 78.95 0.250 0.017 0.358
4691996 65.55 0.250 0.017 0.733
4692189 80.00 0.250 0.017 0.000
4692220 77.35 0.250 0.017 0.858
4692575 89.89 06 0.250 0.017 0.608
4694249 94.94 33 0.250 0.017 1.233
4694295 62.92 0.250 0.017 0.358
4694789 61.25 0.250 0.017 0.483
4694794 79.71 0.250 0.017 0.608
4694864 67.20 0.250 0.017 0.108
4694993 79.59 0.250 0.017 0.633
4695285 90.00 33 0.250 0.017 0.483
4695319 64.99 0.250 0.017 0.883
4695439 95.00 33 0.250 0.017 1.483
4695475 69.44 0.250 0.017 0.358
4695533 75.43 0.250 0.017 0.358
4696038 71.43 0.250 0.017 0.483
4696397 61.97 0.250 0.017 0.608
4696551 74.65 0.250 0.017 0.733
4696593 75.00 0.250 0.017 0.608
4696796 80.00 0.250 0.017 0.608
4696899 80.00 0.250 0.017 0.108
4697133 68.35 0.250 0.017 0.358
4697490 79.02 GD 2YR 0.250 0.017 0.233
4697613 80.00 0.250 0.017 0.233
4698032 63.94 0.250 0.017 0.358
4698086 61.66 0.250 0.017 0.358
4698093 80.00 0.250 0.017 0.000
4698231 62.63 0.250 0.017 0.483
4698302 69.24 0.250 0.017 0.000
4698382 39.77 0.250 0.017 0.858
4698396 73.00 0.250 0.017 0.000
4698399 91.70 13 0.250 0.017 0.358
4698571 90.00 33 0.250 0.017 0.983
4698894 75.71 0.250 0.017 0.358
4699197 80.00 0.250 0.017 0.333
4699337 75.00 0.250 0.017 0.358
4699372 94.99 06 0.250 0.017 1.133
4699429 78.66 0.250 0.017 0.000
4699574 66.00 0.250 0.017 0.483
4699733 88.43 0.250 0.017 0.983
4699960 90.00 17 0.250 0.017 0.483
4700060 90.00 17 0.250 0.017 0.233
4700199 79.99 0.250