SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 27, 1997
(Date of earliest event reported)
Commission File No. 333-2209
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. Other Events
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On February 27, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-2, 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-12, Class A-PO, Class
A-WIO, Class A-R, Class A-LR, Class M, Class B-1 and Class B-2 (the "Offered
Certificates"), having an aggregate original principal balance of
$509,970,841.01. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of February 27, 1997, among the Registrant,
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer" or "Norwest Bank") and First Union National Bank of North Carolina as
trustee (the "Agreement"), a copy of which is filed as an exhibit hereto.
Mortgage Pass-Through Certificates, Series 1997-2, Class B-3, Class B-4 and
Class B-5, having an aggregate initial principal balance of $5,151,338.34 (the
"Private Certificates" and, together with the Offered Certificates, the
"Certificates"), were also issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 99.00% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
which may include loans secured by shares issued by cooperative housing
corporations. The remaining undivided interests in the Trust Estate are
evidenced by the Private Certificates, distributions on which are subordinated
to distributions on the Offered Certificates.
Interest on the Offered Certificates (other than the Class A-PO
Certificates) will be distributed on each Distribution Date (as defined in the
Agreement). Monthly distributions in reduction of the principal balance of the
Offered Certificates will be allocated to the Offered Certificates in accordance
with the priorities set forth in the Agreement. Distributions of interest and in
reduction of principal balance on any Distribution Date will be made to the
extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). 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-12, Class
A-PO, Class A-WIO, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates will be treated as "regular interests" in the Upper-Tier REMIC
and the Class A-R and Class A-LR Certificate will be treated as the "residual
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing
Agreement, dated as of
February 27, 1997, among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National
Association and First Union
National Bank of North
Carolina, as trustee.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
February 27, 1997
/s/ B. David Bialzak
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B. David Bialzak
Vice President
<PAGE>
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of
February 27, 1997 among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National Association
and First Union National Bank
of North Carolina, as trustee.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of February 27, 1997
$515,122,179.35
Mortgage Pass-Through Certificates
Series 1997-2
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions
Section 1.02. Acts of Holders
Section 1.03. Effect of Headings and Table of Contents
Section 1.04. Benefits of Agreement
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans
Section 2.02. Acceptance by Trustee
Section 2.03. Representations and Warranties of the Master Servicer and the
Seller
Section 2.04. Execution and Delivery of Certificates
Section 2.05. Designation of Certificates; Designation of Startup Day and Latest
Possible Maturity Date
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE:
SERVICING OF THE MORTGAGE LOANS
Section 3.01. Certificate Account
Section 3.02. Permitted Withdrawals from the Certificate Account
Section 3.03. Advances by Master Servicer and Trustee
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage Loan Files
Section 3.05. Reports to the Trustee; Annual Compliance Statements
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan
Section 3.07. Amendments to Servicing Agreements, Modification of Standard
Provisions
Section 3.08. Oversight of Servicing
Section 3.09. Termination and Substitution of Servicing Agreements
Section 3.10. 1934 Act Reports
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO
CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions
Section 4.02. Allocation of Realized Losses
Section 4.03. Paying Agent
Section 4.04. Statements to Certificateholders; Report to the Trustee and the
Seller
Section 4.05. Reports to Mortgagors and the Internal Revenue Service
Section 4.06. Determination of LIBOR
Section 4.07. Reserve Fund
Section 4.08. Distributions in Reduction of the Class A-10 Certificates
Section 4.09. Policy Matters
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates
Section 5.02. Registration of Certificates
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates
Section 5.04. Persons Deemed Owners
Section 5.05. Access to List of Certificateholders' Names and Addresses
Section 5.06. Maintenance of Office or Agency
Section 5.07. Definitive Certificates
Section 5.08. Notices to Clearing Agency
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer
Section 6.03. Limitation on Liability of the Seller, the Master Servicer and
Others
Section 6.04. Resignation of the Master Servicer
Section 6.05. Compensation to the Master Servicer
Section 6.06. Assignment or Delegation of Duties by Master Servicer
Section 6.07. Indemnification of Trustee and Seller by Master Servicer
ARTICLE VII
DEFAULT
Section 7.01. Events of Default
Section 7.02. Other Remedies of Trustee
Section 7.03. Directions by Certificateholders and Duties of Trustee During
Event of Default
Section 7.05. Trustee to Act; Appointment of Successor
Section 7.06. Notification to Certificateholders
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee
Section 8.02. Certain Matters Affecting the Trustee
Section 8.03. Trustee Not Required to Make Investigation
Section 8.04. Trustee Not Liable for Certificates or Mortgage Loans
Section 8.05. Trustee May Own Certificates
Section 8.06. The Master Servicer to Pay Fees and Expenses
Section 8.07. Eligibility Requirements
Section 8.08. Resignation and Removal
Section 8.09. Successor
Section 8.10. Merger or Consolidation
Section 8.11. Authenticating Agent
Section 8.12. Separate Trustees and Co-Trustees
Section 8.13. Appointment of Custodians
Section 8.14. Tax Matters; Compliance with REMIC Provisions
Section 8.15. Monthly Advances
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 and Financial Security
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 Class A Subclass Principal Balances
Section 11.06. Original Class A Non-PO Principal Balance
Section 11.07. Original Class A-4 Notional Amount
Section 11.08. Original Subordinated Percentage
Section 11.09. Original Class M Percentage
Section 11.10. Original Class M Principal Balance
Section 11.11. Original Class M Fractional Interest
Section 11.12. Original Class B-1 Percentage
Section 11.13. Original Class B-2 Percentage
Section 11.14. Original Class B-3 Percentage
Section 11.15. Original Class B-4 Percentage
Section 11.16. Original Class B-5 Percentage
Section 11.17. Original Class B Principal Balance
Section 11.18. Original Class B Subclass Principal Balances
Section 11.19. Original Class B-1 Fractional Interest
Section 11.20. Original Class B-2 Fractional Interest
Section 11.21. Original Class B-3 Fractional Interest
Section 11.22. Original Class B-4 Fractional Interest
Section 11.23. Closing Date
Section 11.24. Right to Purchase
Section 11.25. Wire Transfer Eligibility
Section 11.26. Single Certificate
Section 11.27. Servicing Fee Rate
Section 11.28. Master Servicing Fee Rate
Section 11.29. Initial Financial Security Contact Person
<PAGE>
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-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT A-WIO - Form of Face of Class A-WIO 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 C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 1997-2 Certificates
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-3] [B-4] [B-5] Certificates)
EXHIBIT K - Transferee's Letter (Class [A-9] [M] [B-1] [B-2] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of February 27, 1997
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION NATIONAL
BANK OF NORTH CAROLINA, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
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 the Class M
Certificates or any Class B Subclass, the greater of (A) zero and (B) (i) the
principal balance of such Class or Subclass with respect to such Distribution
Date minus (ii) the Adjustment Amount for such Distribution Date less, with
respect to the Class M Certificates, the Class B Principal Balance or, with
respect to any Class B Subclass, the Class B Subclass Principal Balances for any
Class B Subclasses with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance, Class M 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, Class M 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)(i)
for such Distribution Date without regard to the provisos in the definitions of
Class M Optimal Principal Amount, Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent for
the Certificates.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates or, following the reduction of the Class B Principal
Balance to zero, solely to the Class M 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) (or, in the case of the Class A-10
Certificates, without giving effect to the guaranty provided by Financial
Security) by either Rating Agency minus (2) the aggregate amount of Bankruptcy
Losses allocated solely to the Class B Certificates or, following the reduction
of the Class B Principal Balance to zero, solely to the Class M 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-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-10
Certificates, Class A-11 Certificates and Class A-12 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, Class M Certificates or
Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations
in the Percentage Interest evidenced thereby and (ii) in the case of the Class A
Certificates and Class B Certificates, variations in Subclass designation and
other Subclass characteristics.
Class A Certificate: Any one of 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-12 Certificates, Class A-PO Certificates, Class A-WIO
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates and Financial
Security pursuant to Paragraphs first, second, third and fourth of Section
4.01(a)(i) 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 Class A Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.
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
Premium Payment, (iii) the sum of the Class A Subclass Unpaid Interest
Shortfalls for each Class A Subclass, (iv) the Premium Unpaid Shortfalls and (v)
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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan.
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Class A Subclass 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 Class A Subclasses pursuant
to Paragraph third clause (A) of Section 4.01(a)(i).
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 February 2002, 100%. As to any Distribution Date
subsequent to February 2002 to and including the Distribution Date in February
2003, 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 February 2003 to and including the Distribution Date in
February 2004, 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 February 2004 to and including the Distribution Date in
February 2005, 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 February 2005 to and including the Distribution Date in
February 2006, 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 February 2006, 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 February
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 M Principal Balance and the current Class B Principal Balance
and (b) cumulative Realized Losses shall not exceed (1) 30% of the Original
Subordinated Principal Balance if such Distribution Date occurs between and
including March 2002 and February 2003, (2) 35% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including March
2003 and February 2004, (3) 40% of the Original Subordinated Principal Balance
if such Distribution Date occurs between and including March 2004 and February
2005, (4) 45% of the Original Subordinated Principal Balance if such
Distribution Date occurs between and including March 2005 and February 2006, and
(5) 50% of the Original Subordinated Principal Balance if such Distribution Date
occurs during or after March 2006. With respect to any Distribution Date on
which the Class A Prepayment Percentage is reduced below the Class A Prepayment
Percentage for the prior Distribution Date, the Master Servicer shall certify to
the Trustee, based upon information provided by each Servicer as to the Mortgage
Loans serviced by it that the criteria set forth in the preceding sentence are
met.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Class A Subclass Principal Balances for the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 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-12
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates consisting
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-12 Certificates, Class A-PO
Certificates, Class A-WIO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass, the amount distributable to such Class A Subclass pursuant to
paragraphs first, second, third and fourth of Section 4.01(a)(i).
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-4, Class A-WIO and Class A-PO
Certificates), (i) the product of (a) 1/12th of the Class A Subclass
Pass-Through Rate for such Class A Subclass and (b) the Class A Subclass
Principal Balance of such Class A Subclass as of the Determination Date
preceding such Distribution Date minus (ii) the Class A Subclass Interest
Percentage of such Class A Subclass 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 and
the Premium Payment 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 and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e). As to any Distribution Date and the
Class A-4 Certificates, the Class A-4 Interest Accrual Amount. As to any
Distribution Date and the Class A-WIO Certificates, the Class A-WIO Interest
Accrual Amount. The Class A-PO Certificates have no Class A Subclass Interest
Accrual Amount.
Class A Subclass Interest Percentage: As to any Distribution Date and any
Class A Subclass (other than the Class A-PO Certificates), the percentage
calculated by dividing the Class A Subclass Interest Accrual Amount of such
Class A Subclass (determined without regard to clause (ii) of the definition
thereof) by the sum of (a) the Class A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Class A Subclass
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
Class A Subclass Interest Shortfall Amount: As to any Distribution Date and
any Subclass of Class A Certificates (other than the Class A-PO Certificates),
any amount by which the Class A Subclass Interest Accrual Amount of such Class A
Subclass with respect to such Distribution Date exceeds the amount distributed
in respect of such Class A Subclass on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
Class A Subclass Loss Percentage: As to any Determination Date and any
Subclass of Class A Certificates (other than the Class A-4, Class A-WIO and
Class A-PO Certificates) then outstanding, the percentage calculated by dividing
the Class A Subclass Principal Balance of such Subclass by the Class A Loss
Denominator (determined without regard to any such Class A Subclass Principal
Balance of any Class A Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class A Subclass Pass-Through Rate: As to each Class A Subclass, other than
the Class A-1, Class A-3, Class A-4, Class A-5, Class A-7, Class A-10, Class
A-PO and Class A-WIO Certificates, the Class A Fixed Pass-Through Rate. As to
the Class A-1 and Class A-5 Certificates, 7.00% per annum. As to the Class A-7
Certificates, 7.700% per annum. As to the Class A-10 Certificates, 7.375% per
annum. As to the Class A-3, Class A-4 and Class A-WIO Certificates, the Class
A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate and the Class A-WIO
Pass-Through Rate, respectively. The Class A-PO Certificates are not entitled to
interest and have no Class A Subclass Pass-Through Rate.
Class A Subclass Principal Balance: As of the first Determination Date and
as to any Class A Subclass (other than the Class A-4 and Class A-WIO
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass. As of any subsequent Determination Date prior to the Cross-Over Date
and as to any Class A Subclass (other than the Class A-4, Class A-PO and Class
A-WIO Certificates), the Original Class A Subclass Principal Balance of such
Class A Subclass less the sum of (a) all amounts previously distributed in
respect of such Class A Subclass on prior Distribution Dates (A) pursuant to
Paragraph third clause (A) of Section 4.01(a)(i) and (B) as a result of a
Principal Adjustment and (b) the Realized Losses allocated through such
Determination Date to such Class A Subclass pursuant to Section 4.02(b). After
the Cross-Over Date, each such Class A Subclass Principal Balance will also be
reduced on each Determination Date by an amount equal to the product of the
Class A Subclass Loss Percentage of such Class A Subclass 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; provided, however,
that the amount of any such reduction for the Class A-8 Certificates will be
reduced by Class A-9 Loss Allocation Amount. After the Cross-Over Date, the
Class A Subclass Principal Balance for the Class A-9 Certificates will
additionally be reduced by the Class A-9 Loss Allocation Amount. The Class A-4
and Class A-WIO Certificates will not have Class A Subclass Principal Balances.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Class A Subclass Principal Balance
of such Class A Subclass 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)(i) 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 Class
A Subclass Principal Balance will also be reduced on each Determination Date by
an amount equal to the difference, if any, between such Class A Subclass
Principal Balance as of such Determination Date without regard to this sentence
and the Adjusted Pool Amount (PO Portion) for the preceding Distribution Date.
Class A Subclass Unpaid Interest Shortfall: As to any Distribution Date and
Class A Subclass, the amount, if any, by which the aggregate of the Class A
Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass on prior Distribution Dates pursuant to Paragraph second of
Section 4.01(a)(i).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for all the
Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-1 and Exhibit D 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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-2 and Exhibit D 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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-3 and Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-3 Pass-Through Rate: With respect to the Distribution Date
occurring in March 1997, 5.9875% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trustee on the Rate
Determination Date occurring in the month preceding the month in which such
Distribution Date occurs in the manner specified in Section 4.06 hereof, equal
to the lesser of (i) 0.55% plus LIBOR and (ii) 9.00%.
Class A-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-4 and Exhibit D hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-4 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A-4 Pass-Through Rate and (B) the Class A-4
Notional Amount as of such Distribution Date minus (ii) the Class A Subclass
Interest Percentage of the Class A-4 Certificates of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates, (y) the interest
portion of any Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Class A Certificates and Financial Security
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 and Financial Security on or after the Cross-Over Date
pursuant to Section 4.02(e).
Class A-4 Notional Amount: As to any Distribution Date, an amount equal to
the Class A Subclass Principal Balance of the Class A-3 Certificates.
Class A-4 Pass-Through Rate: With respect to the Distribution Date
occurring in March 1997, 3.0125% per annum. With respect to each succeeding
Distribution Date, a per annum rate, subject to a minimum rate of 0.00% and a
maximum rate of 8.45% determined by the Trustee on the Rate Determination Date
occurring in the month preceding the month in which such Distribution Date
occurs in the manner specified in Section 4.06 hereof, equal to 8.45% minus
LIBOR.
Class A-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-5 and Exhibit D 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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-6 and Exhibit D hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-7 and Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-8 and Class A-9 Percentage: The sum of the Class A Subclass
Principal Balances of the Class A-8 and A-9 Certificates divided by the Pool
Balance (Non-PO Portion).
Class A-8 and Class A-9 Prepayment Shift Percentage for any Distribution
Date will be the percentage indicated below:
Distribution Date Occurring In Class A-8 and Class A-9
Prepayment Shift Percentage
March 1997 through February 2002 0%
March 2002 through February 2003 30%
March 2003 through February 2004 40%
March 2004 through February 2005 60%
March 2005 through February 2006 80%
March 2006 and thereafter 100%
Class A-8 and Class A-9 Priority Amount: For any Distribution Date, the
lesser of (i) the sum of the Class A Subclass Principal Balances of the Class
A-8 and Class A-9 Certificates and (ii) the sum of (A) the product of (1) the
Class A-8 and Class A-9 Percentage and (2) the Scheduled Principal Amount and
(B) the product of (1) the Class A-8 and Class A-9 Percentage, (2) the Class A-8
and Class A-9 Prepayment Shift Percentage, and (3) the Unscheduled Principal
Amount.
Class A-8 Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-8 and Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Loss Amount: With respect to any Determination Date after the
Cross-Over Date, the amount, if any, by which the Class A Subclass Principal
Balance of the Class A-8 Certificates would be reduced as a result of the
application of the third sentence of the definition of Class A Subclass
Principal Balance without regard to the proviso set forth in such sentence.
Class A-9 Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-9 and Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-9 Loss Allocation Amount: With respect to any Determination Date
after the Cross-Over Date the lesser of (a) the Class A Subclass Principal
Balance of the Class A-9 Certificates with respect to such Determination Date
prior to any reduction for the Class A-9 Loss Allocation Amount and (b) the
Class A-8 Loss Amount.
Class A-10 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-10 and Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-8 Distribution Deficiency: With respect to the Class A-10
Certificates on each Distribution Date, the sum of (i) the Class A-10 Interest
Loss Amount for such Distribution Date and (ii) the Class A-10 Principal Loss
Amount for such Distribution Date.
Class A-10 Interest Loss Amount: As to any Distribution Date, the excess,
if any, of (i) the Class A Subclass Interest Accrual Amount of the Class A-10
Certificates (determined without regard to clause (ii) of the definition
thereof), net of any Non-Supported Interest Shortfalls allocated to the Class
A-10 Certificates that are covered by the Reserve Fund over (ii) the amount
available to be distributed in respect of the Class A-10 Certificates on such
Distribution Date pursuant to Paragraph first of Section 4.01(a)(i).
Class A-10 Principal Loss Amount: As to any Distribution Date, the sum of,
without duplication, (i) the Class A Subclass Loss Percentage of the Class A-10
Certificates of the principal portion of Realized Losses allocated to the Class
A Certificates (other than the Class A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated to
the Class A-10 Certificates after the Cross-Over Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Class A
Subclass Principal Balance.
Class A-11 Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-11 and Exhibit D hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-12 Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-12 and Exhibit D hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class AIO-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L7 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L10 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-PO and Exhibit D 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)(i) 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)(i). 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 Distribution Amount As to any Distribution Date, the aggregate
amount distributable to the Class A-PO Certificates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a)(i) on such Distribution Date.
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 Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class A-WIO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-WIO and Exhibit D hereto.
Class A-WIO Certificateholder: The registered holder of a Class A-WIO
Certificate.
Class A-WIO Interest Accrual Amount: As to any Distribution Date, (i) the
product of (a) 1/12th of the Class A-WIO Pass-Through Rate and (b) the Class
A-WIO Notional Amount as of the Determination Date preceding such Distribution
Date minus (ii) the Class A Subclass Interest Percentage of the Class A-WIO
Certificates of (x) any Non-Supported Interest Shortfall allocated to the Class
A Certificates and the Premium Payment 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 and
the Premium Payment 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 and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e).
Class A-WIO Component Notional Amount: As to any Distribution Date, the
aggregate Scheduled Principal Balance of the Premium Mortgage Loans as of such
Distribution Date.
Class A-WIO Pass-Through Rate: As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Interest Rate of the Premium
Mortgage Loans minus 7.50%
Class AP-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Class B Subclass Interest Accrual Amounts with respect to such Distribution
Date.
Class B Pass-Through Rate: As to any Distribution Date, 7.50% per annum.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance and Class B-5 Principal Balance.
Class B Subclass: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Subclass Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4 or Class B-5 Distribution Amounts.
Class B Subclass Interest Accrual Amount: As to any Distribution Date and
any Class B Subclass, an amount equal to (i) the product of 1/12th of the Class
B Pass-Through Rate and the Class B Subclass Principal Balance of such Class B
Subclass as of the Determination Date preceding such Distribution Date minus
(ii) the Class B Subclass Interest Percentage of such Class B Subclass 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).
Class B Subclass Interest Percentage: As to any Distribution Date and any
Class B Subclass, the percentage calculated by dividing the Class B Subclass
Interest Accrual Amount of such Class B Subclass (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 Class B
Subclass Interest Accrual Amount).
Class B Subclass 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 or Class B-5 Interest
Shortfall Amount.
Class B Subclass Loss Percentage: As to any Determination Date and any
Class B Subclass then outstanding, the percentage calculated by dividing the
Class B Subclass Principal Balance of such Class B Subclass by the Class B
Principal Balance (determined without regard to any Class B Subclass Principal
Balance of any Class B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class B Subclass Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage or Class B-5 Percentage.
Class B Subclass 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 or Class B-5 Prepayment Percentage.
Class B Subclass Principal Balance: Any of the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance or Class B-5 Principal Balance.
Class B Subclass 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 or Class B-5 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-1 and Exhibit D 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 eighth, ninth and tenth of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass 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 eighth of Section 4.01(a)(i).
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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass 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, 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-1 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses 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-1 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-1
Percentage for such Distribution Date will be zero.
Class B-1 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-1 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses 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-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
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 tenth of Section 4.01(a)(i)
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 sum of the Class A Principal Balance and the Class M
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 ninth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-2 and Exhibit D 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 eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass 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 eleventh of Section 4.01(a)(i).
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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass 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 Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses 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
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses 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 thirteenth of Section
4.01(a)(i) 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, the
Class M 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 twelfth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-3 and Exhibit D 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 fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass 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 fourteenth of Section 4.01(a)(i).
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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass 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 Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses 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
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses 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 sixteenth of Section
4.01(a)(i) 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 M 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 fifteenth of Section 4.01(a)(i).
Class B-4 Certificate: Any of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-4 and Exhibit D 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 seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass 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 seventeenth of Section 4.01(a)(i).
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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass 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 Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses 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
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses 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 nineteenth of Section
4.01(a)(i) 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 M 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 eighteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any of the Certificates executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit B-5 and Exhibit D 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 twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass 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 twentieth of Section 4.01(a)(i).
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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass 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 Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses 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
Class M Principal Balance and the Class B Subclass Principal Balances of the
Class B Subclasses 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 pursuant to Paragraph twenty-second of Section
4.01(a)(i) 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 M 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 twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class M Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a)(i).
Class M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class M Pass-Through Rate and the
Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M 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 M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any amount
by which the Class M Interest Accrual Amount with respect to such Distribution
Date exceeds the amount distributed in respect of the Class M Certificates on
such Distribution Date pursuant to Paragraph fifth of Section 4.01(a)(i).
Class M 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 M 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 M 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 M 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 M 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 Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class M Pass-Through Rate: As to any Distribution Date, 7.50% per annum.
Class M Percentage: As to any Distribution Date, the percentage calculated
by multiplying the Subordinated Percentage by either (a) if any Class B
Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Prepayment Percentage by either (a)
if any Class B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the Original
Class M Principal Balance. As of any subsequent Determination Date, the lesser
of (i) the Original Class M Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class M 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 M Unpaid Interest Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Class M Interest Shortfall Amounts for
prior Distribution Dates is in excess of the amounts distributed in respect of
the Class M Certificates on prior Distribution Dates pursuant to Paragraph sixth
of Section 4.01(a)(i).
Class M-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii).
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 Indirect Participant: A broker, dealer, bank, financial
institution or other Person that clears securities transactions through or
maintains a custodial relationship with a Clearing Agency Participant, either
directly or indirectly.
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 11.23.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trustee, at which at
any particular time its corporate trust business shall be administered, which
office is located at 230 South Tryon Street, Charlotte, North Carolina 28288.
Corresponding Upper-Tier Class: As to the following Uncertificated
Lower-Tier Interests, the Corresponding Upper-Tier Class or Classes, as follows:
Uncertificated
Lower-Tier Interest Corresponding Upper-Tier Class
Class A-L1 Interest Class A-1 Certificates and Class A-5 Certificates
Class A-L2 Interest Class A-2 Certificates, Class A-6 Certificates,
Class A-8 Certificates, Class A-9 Certificates,
Class A-11 Certificates and Class A-12 Certificates
Class A-L3 Interest Class A-3 Certificates and Class A-4 Certificates
Class A-L7 Interest Class A-7 Certificates
Class A-L10 Interest Class A-10 Certificates
Class AP-L Interest Class A-PO Certificates
Class AIO-L Interest Class A-WIO Certificates
Class A-LUR Interest Class A-R Certificate
Class M-L Interest Class M Certificates
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
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 Class A Subclasses and the Premium
Payment pursuant to Paragraph first of Section 4.01(a)(i) on such Distribution
Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a)(i) 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 Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M 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 Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M 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 Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
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 Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date subsequent
to the first Distribution Date, the percentage obtained by dividing the Class B
Principal Balance by the sum of the Class A Non-PO Principal Balance, the Class
M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a)(i) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trustee, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of either of them. Neither a Servicer, nor the Seller nor
the Master Servicer nor any Person directly or indirectly controlling or
controlled by or under common control with any such Person may be appointed
Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
(other than the Class A-4 and A-WIO Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-4 Certificates, the amount specified on the face
of each Certificate representing the portion of the Original Class A-4 Notional
Amount evidenced by such Certificate. As to the Class A-WIO Certificates, the
Percentage Interest specified on the face of each 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 7.50%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of
America or any agency thereof, provided such obligations are
backed by the full faith and credit of the United States of
America;
(ii) general obligations of or obligations guaranteed by any
state of the United States of America or the District of Columbia
receiving the highest short-term or highest long-term rating of each
Rating Agency, or such lower rating as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading)(or, in the case of the Class A-10 Certificates,
without giving effect to the guaranty provided by Financial Security)
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) (or, in the case of the Class A-10
Certificates, without giving effect to the guaranty provided by
Financial Security) 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) (or, in the case of the Class A-10 Certificates,
without giving effect to the guaranty provided by Financial Security)
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) (or, in the case of the Class A-10 Certificates,
without giving effect to the guaranty provided by Financial Security)
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) (or, in the case of the Class A-10 Certificates,
without giving effect to the guaranty provided by Financial Security)
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.
Financial Security: Financial Security Assurance Inc., a New York monoline
insurance company or any successor thereto.
Financial Security Contact Person: The officer designated by the Master
Servicer to provide information to Financial Security pursuant to Section
4.09(g). The initial Financial Security Contact Person is appointed in Section
11.29.
Financial Security Default: The existence and continuance of any of the
following:
(a) Financial Security fails to make a payment required
under a Policy in accordance with its terms;
(b) Financial Security (A) files any petition or
commences any case or proceeding under any provision or similar
federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization, (B) makes a
general assignment for the benefit of its creditors, or (C) has
an order for relief entered against it under the United States
Bankruptcy Code or any other similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation
or reorganization which is final and nonappealable; or
(c) a court of competent jurisdiction, the New York
Department of Insurance or other competent regulatory authority
enters a final and nonappealable order, judgment or decree (1)
appointing a custodian, trustee, agent or receiver for Financial
Security or for all or any material portion of its property or
(2) authorizing the taking of possession by a custodian, trustee,
agent or receiver of Financial Security (or the taking of
possession of all or any material portion of the property of
Financial Security).
FNMA: The Federal National Mortgage Association 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 $10,302,441.71 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Individual Class A-10 Certificate: A Class A-10 Certificate which evidences
$1,000 original principal balance.
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.
LIBOR: As to any Distribution Date, the arithmetic mean of the London
interbank offered rate quotations for one-month Eurodollar deposits, as
determined by the Trustee on the related Rate Determination Date in accordance
with Section 4.06.
LIBOR Business Day: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England and the City of New York.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account, the insurance policies, if any,
relating to a Mortgage Loan, 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 Reserve Fund and the Policy.
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 11.28.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination 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.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Morgan Stanley: Morgan Stanley & Co. Incorporated, or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1, F-2 and F-3, which list may be amended following the Closing Date
upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or 2.03
and which list shall set forth at a minimum the following information of the
close of business on the Cut-Off Date (or, with respect to Substitute Mortgage
Loans, as of the close of business on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the
Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy
Loan;
(xii) whether such Mortgage Loan is covered by
primary mortgage insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P.
Mortgage Loan;
(xv) the Master Servicing Fee; and
(xvi) for Mortgage Loans identified on Exhibit F-3, the
name of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares.
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 Liquidated Loan, Liquidation Proceeds
net of Liquidation Expenses. For all purposes of this Agreement, Net Liquidation
Proceeds shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
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 11.27 with respect to
such Mortgage Loan and (b) the Master Servicing Fee Rate, as set forth in
Section 11.28 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 Partial Liquidation Proceeds: Partial Liquidation Proceeds with respect
to a Mortgage Loan net of unreimbursed Liquidation Expenses incurred with
respect to such Mortgage Loan. For all purposes of this Agreement, Net Partial
Liquidation Proceeds shall be allocated first to accrued and unpaid interest on
the related Mortgage Loan and then to the unpaid principal balance thereof.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for
such Mortgage Loan by 7.50%.
Non-PO Voting Interest: The ratio obtained by dividing the Pool Balance
(Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion) and the Pool
Balance (PO Portion).
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer or the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) 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, the Class M Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
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 and Exhibit F-2 Mortgage Loans initially by Norwest
Mortgage.
Notice of Claim: The notice to be delivered by the Trustee to Financial
Security with respect to any Distribution Date as to which there is a Class A-10
Distribution Deficiency, which shall be in the form attached to the Policy.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee; 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 the Class M Certificates or any
Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass 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) any Class A Subclass Principal
Balance would be subject to further reduction as a result of the third or fifth
sentences of the definition of Class A Subclass Principal Balance or (b) with
respect to any Class B Subclass, the Class M Principal Balance or the Class B
Subclass Principal Balance of a Class B Subclass 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 M Principal
Balance, Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance or Class B-5 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 Class A
Subclass Principal Balances of the Class A-1, Class A-2 Class A-3, Class A-5,
Class A-6 Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-R and Class A-LR Certificates, as set forth in Section 11.06.
Original Class A Subclass Principal Balance: Any of the Original Class A
Subclass Principal Balances as set forth in Section 11.05.
Original Class A-4 Notional Amount: The Original Class A-4 Notional Amount
as set forth in Section 11.07.
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 and Original Class B-5
Principal Balance, as set forth in Section 11.17.
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 and the Original Class B-5 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.19.
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 and the Original Class B-5
Principal Balance by the sum of the Original Class A Non-PO Principal Balance,
the Original Class M Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.20.
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 and the Original Class B-5 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance, the Original Class M Principal Balance and the
Original Class B Principal Balance. The Original Class B-3 Fractional Interest
is specified in Section 11.21.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-5 Principal Balance by
the sum of the Original Class A Non-PO Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The Original Class
B-4 Fractional Interest is specified in Section 11.22.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.14.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.15.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.16.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.18.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.18.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.18.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.18.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.18.
Original Class M Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B Principal Balance by
the sum of the Original Class A Non-PO Principal Balance, the Original Class M
Principal Balance and the Original Class B Principal Balance. The Original Class
M Fractional Interest is specified in Section 11.11.
Original Class M Percentage: The Class M Percentage as of the Cut-Off Date,
as set forth in Section 11.09.
Original Class M Principal Balance: The Class M Principal Balance as of the
Cut-Off Date, as set forth in Section 11.10.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Subordinated Principal Balance: The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements 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.
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as agent for
the Master Servicer, to make distributions to Certificateholders with respect to
the Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than a
Class A-4 or Class A-WIO Certificate), the undivided percentage interest
obtained by dividing the original principal balance of such Certificate by the
aggregate original principal balance of all Certificates of such Class A
Subclass. With respect to a Class A-4 Certificate, the undivided percentage
interest obtained by dividing the Original Class A-4 Notional Amount evidenced
by such Certificate by the aggregate Original Class A-4 Notional Amount. With
respect to a Class A-WIO Certificate, the percentage interest specified on the
face of such Certificate. With respect to a Class M Certificate, the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the aggregate original principal balance of all Certificates of
such Class. With respect to a Class B Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class B
Subclass.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
Policy: The irrevocable Financial Guaranty Insurance Policy No. 50562-N,
including any endorsements thereto, issued by Financial Security with respect to
the Class A-10 Certificates, in the form attached hereto as Exhibit N.
Policy Payments Account: The account maintained pursuant to Section
4.09(b).
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trustee pursuant to Section 3.03 and (iii) all other amounts required to be
placed in the Certificate Account by the Servicer on or before the applicable
Remittance Date or by the Master Servicer or the Trustee on or prior to the
Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or
interest and respecting which the Master Servicer or the Trustee has
made one or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to
reimburse any unreimbursed Periodic Advances by the Master Servicer or
the Trustee;
(c) those portions of each payment of interest on a
particular Mortgage Loan which represent (i) the applicable Servicing
Fee and (ii) 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
Subclasses of the Class A or Class B Certificates or the Class M
Certificates pursuant to Section 4.02.
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
7.50% or greater.
Premium Payment: As to any Distribution Date, (i) the product of (a) 1/12th
of 0.08% and (b) the Class A Subclass Principal Balance of the Class A-10
Certificates as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Premium Percentage 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 and Financial Security 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 and Financial Security
on or after the Cross-Over Date pursuant to Section 4.02(e). The Premium Payment
will be an expense of the Lower-Tier REMIC.
Premium Percentage : As to any Distribution Date, the percentage calculated
by dividing the Premium Payment (determined without regard to clause (ii) of the
definition thereof) by the sum of (a) the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class A
Subclass Interest Accrual Amount) and (b) the Premium Payment (determined
without regard to clause (ii) of the definition of Premium Payment).
Premium Shortfall Amount: As to any Distribution Date, any amount by which
the Premium Payment with respect to such Distribution Date exceeds the amount
distributed to Financial Security on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
Premium Shortfall Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Unpaid Shortfall by the sum of the Class A
Unpaid Interest Shortfall and the Premium Unpaid Shortfall, in each case
determined as of the day preceding the applicable Distribution Date.
Premium Unpaid Shortfall: As to any Distribution Date, the amount, if any,
by which the aggregate of the Premium Shortfall Amounts for prior Distribution
Dates is in excess of the amounts distributed to Financial Security on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
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 M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a)(i) 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 or Subclass.
Principal Balance: Each of the Class A Subclass Principal Balances, the
Class M 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.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date, the second LIBOR
Business Day preceding the Distribution Date in the month preceding the month in
which such Distribution Date occurs.
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 M Certificates are
Moody's and DCR. The Rating Agency for the Class B-1, Class B-2, Class B-3 and
Class B-4 Certificates is Moody's. 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, Financial Security and the Master
Servicer. References herein to the highest short-term rating category of a
Rating Agency shall mean P-1 in the case of Moody's, D-1+ in the case of DCR 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.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Reserve Fund: The non-interest bearing trust account established with the
Trustee and maintained by the Trustee for the benefit of the Class A-10
Certificateholders pursuant to Section 4.07. The Reserve Fund shall be an
Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the lesser of
(a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-10 Certificates.
Responsible Officer: When used with respect to the Trustee, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rounding Account: The special account established with the Trustee and
maintained by the Trustee pursuant to Section 4.08(d). The Rounding Account
shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the amount, if any,
required to be withdrawn from the Rounding Account pursuant to Section 4.08(d).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
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 related Servicer during the related Unscheduled Principal Receipt
Period for each applicable type of Unscheduled Principal Receipt related to the
Distribution Date occurring in the month preceding such Distribution Date, (B)
Deficient Valuations incurred prior to such Due Date and (C) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan at any time through the last day
of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Accrual Amount: With respect to any Distribution Date, the sum of
the Class A Interest Accrual Amount and the Premium Payment.
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, Countrywide Home Loans, Inc., First
Bank National Association, HomeSide Lending, National City Mortgage Company and
Suntrust Mortgage Inc., as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.27.
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(e).
Single Certificate: A Certificate of any Class or Subclass that evidences
the smallest permissible Denomination for such Class or Subclass, as set forth
in Section 11.26.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest
act on the part of the Trustee or the
Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or
faulty materials, unless the collapse of
the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$5,151,220.86 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 Trustee. On and or after the Cross-Over Date, the Special Hazard Loss
Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as 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-12, Class
A-PO, Class A-WIO, Class A-R and Class A-LR and each subdivision of the Class B
Certificates, denominated respectively as Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5.
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.
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 Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans, such amounts as may be held from time to time in the
Certificate Account, the rights of the Trustee to receive the proceeds of all
insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, 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 Reserve Fund and the Policy.
None of the Reserve Fund, the Policy or the Policy Payments Account shall be
part of the Upper-Tier REMIC or Lower-Tier REMIC comprised by the Trust Estate.
Trustee: First Union National Bank of North Carolina, a national banking
association, or any successor trustee appointed as herein provided.
Uncertificated Lower-Tier Interests: Any of the Class A-L1, Class A-L2,
Class A-L3, Class A-L7, Class A-L10, Class AP-L, Class AIO-L, Class A-LUR, Class
M-L, Class B-L1, Class B-L2, Class B-L3, Class B-L4 and Class B-L5 Interests.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid Interest
Shortfalls, the Class M Unpaid Interest Shortfall, 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 and the Class B-5
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 Mortgagor payment or other recovery of
principal 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, including, without limitation, Principal
Prepayments, 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 and excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than the
Class A-LR Certificate), the Class M Certificates and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
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, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class M Certificates will collectively be entitled to the
then applicable percentage of the aggregate Voting Interest represented by all
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and (c) the Holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 1997-2 Certificates. The aggregate Voting Interests of
each Subclass of Class A Certificates (other than the Class A-4, Class A-WIO and
Class A-PO Certificates) on any date will be equal to the product of (a) 98% of
the Class A Voting Interest represented by clause (A) of the definition thereof
and (b) the fraction obtained by dividing the Class A Subclass Principal Balance
of such Class A Subclass by the Class A Non-PO Principal Balance on such date.
The Voting Interest of the Class A-4 Certificates on any date will be 1% of the
amount of the Class A Voting Interest on such date represented by clause (A) of
the definition of Class A Voting Interest. The Voting Interest of the Class
A-WIO Certificates on any date will be 1% of the amount of the Class A Voting
Interest on such date represented by clause (A) of the definition of Class A
Voting Interest. The aggregate Voting Interests of the Class A-PO Certificates
on any date will be equal to the Class A Voting Interest represented by clause
(B) of the definition thereof. The aggregate Voting Interests of each Subclass
of Class B Certificates will equal such Subclass's pro rata portion of the
Voting Interest allocated to the Class B Certificates based on such Subclass's
outstanding principal balance. Each Certificateholder of a Class or Subclass
will have a Voting Interest equal to the product of the Voting Interest to which
such Class or Subclass is collectively entitled and the Percentage Interest in
such Class or Subclass represented by such Holder's Certificates. With respect
to any provisions hereof providing for action, consent or approval of each Class
or Subclass of Certificates or specified Classes or Subclasses of Certificates,
each Certificateholder of a Class or Subclass will have a Voting Interest in
such Class or Subclass equal to such Holder's Percentage Interest in such Class
or Subclass.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates and Financial Security any
benefit or any legal or equitable right, power, remedy or claim under this
Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest 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 and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by Norwest Mortgage or the applicable Norwest
Mortgage Correspondent to be a true and complete copy of the document sent for
recording, and the Seller shall use its best efforts to cause each such original
recorded document or certified copy thereof to be delivered to the Trustee
promptly following its recordation, but in no event later than one (1) year
following the Closing Date. The Seller shall also cause to be delivered to the
Trustee any other original mortgage loan document to be included in the Owner
Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay
from its own funds, without any right of reimbursement therefor, the amount of
any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in any Servicing Agreement, deliver or cause to be delivered to
the Trustee the assignment of the Mortgage Loan from the Seller to the Trustee
in a form suitable for recordation, together with an Opinion of Counsel to the
effect that recording is not required to protect the Trustee's right, title and
interest in and to the related Mortgage Loan or, in case a court should
recharacterize the sale of the Mortgage Loans as a financing, to perfect a first
priority security interest in favor of the Trustee in the related Mortgage Loan.
In the event that the Master Servicer receives notice that recording is required
to protect the right, title and interest of the Trustee in and to any such
Mortgage Loan for which recordation of an assignment has not previously been
required, the Master Servicer shall promptly notify the Trustee and the Trustee
shall within five Business Days (or such other reasonable period of time
mutually agreed upon by the Master Servicer and the Trustee) of its receipt of
such notice deliver each previously unrecorded assignment to the related
Servicer for recordation.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate through the last day of the month in which such repurchase takes place or
(ii) if within two years of the Startup Day, or such other period permitted by
the REMIC Provisions, substitute for any Mortgage Loan to which such material
defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trustee and the Substitution Principal Amount, together with (i) interest on
such Substitution Principal Amount at the applicable Net Mortgage Interest Rate
to the following Due Date of such Mortgage Loan which is being substituted for
and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, Master Servicer
or Trustee with respect to such Mortgage Loan, shall be deposited in the
Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the
Due Date in the month of substitution shall not be part of the Trust Estate.
Upon receipt by the Trustee of written notification of any such deposit signed
by an officer of the Seller, or the new Owner Mortgage Loan File, as the case
may be, the Trustee shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof or at
any time thereafter, enter into a Custodial Agreement substantially in the form
of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold
the Mortgage Notes, the Mortgages, the assignments and other documents related
to the Mortgage Loans received by the Trustee in trust for the benefit of all
present and future Certificateholders, which may provide, among other things,
that the Custodian shall conduct the review of such documents required under the
first paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee and
the Trustee for the benefit of Certificateholders that, as of the date of
execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation;
and any security agreement, chattel mortgage or equivalent document related
to, and delivered to the Trustee or to the Custodian with, any Mortgage
establishes in the Seller a valid and subsisting first lien on the property
described therein and the Seller has full right to sell and assign the same
to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares, 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 all costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been paid, except recording
fees with respect to Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan identified on the
Mortgage Loan Schedule as a T.O.P. Mortgage Loan and any Mortgage Loan
secured by Mortgaged Property located in Iowa, as to which an opinion of
counsel of the type customarily rendered in such State in lieu of title
insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC insuring the originator, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and subject only to (A) the lien of
current real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the
Mortgaged Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage Loan,
(C) liens created pursuant to any federal, state or local law, regulation
or ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Trustee, no claims
have been made under such mortgagee title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project; if upon origination of the
Mortgage Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance
which was available under the Flood Disaster Protection Act of 1973; 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; and
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G of the Code.
Notwithstanding the foregoing, no representations or warranties are made by
the Seller as to the environmental condition of any Mortgaged Property; the
absence, presence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee
or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trustee at a
price equal to (A) 100% of the unpaid principal balance of such Mortgage Loan
plus (B) accrued interest at the Net Mortgage Interest Rate for such Mortgage
Loan through the last day of the month in which such repurchase took place or
(ii) if within two years of the Startup Day, or such other period permitted by
the REMIC Provisions, substitute for such Mortgage Loan in the manner described
in Section 2.02. The purchase price of any repurchase described in this
paragraph and the Substitution Principal Amount, if any, plus accrued interest
thereon and the other amounts referred to in Section 2.02, shall be deposited in
the Certificate Account. It is understood and agreed that the obligation of the
Seller to repurchase or substitute for any Mortgage Loan or property as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders or the Trustee on behalf
of Certificateholders, and such obligation shall survive until termination of
the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, (i) acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders and (ii) has executed and delivered to or upon the order of
the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-R and Class A-LR Certificates), the Class M Certificates and
the Subclasses of Class B Certificates as classes of "regular interests" and the
Class A-R Certificate as the single class of "residual interest" in the
Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Seller hereby further designates the Class A-L1 Interest,
Class A-L2 Interest, Class A-L3 Interest, Class A-L7 Interest, Class A-L10
Interest, Class AP-L Interest, Class AIO-L Interest, Class A-LUR Interest, Class
B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest,
Class B-L5 Interest and Class M-L Interest as classes of "regular interests" and
the Class A-LR Certificate as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Closing Date is hereby designated as the "Startup Day" of each
of the Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Code
Section 860G(a)(9). The "latest possible maturity date" of the regular interests
in the Upper-Tier REMIC and Lower-Tier REMIC is March 25, 2027 for purposes of
Code Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer for
Periodic Advances made by the Master Servicer or the Trustee pursuant to
Section 3.03(a) or any Servicer pursuant to any Servicing Agreement with
respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee for
any Periodic Advances determined in good faith to have become
Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee (or,
in certain cases, the Seller) for expenses incurred by it (including taxes
paid on behalf of the Trust Estate) and recoverable by or reimbursable to
it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the second sentence of
Section 8.14(a) or pursuant to such Servicer's Servicing Agreement,
provided such expenses are "unanticipated" within the meaning of the REMIC
Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to such Servicer's
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; and
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04. Trustee to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trustee and the Trustee shall, within five Business Days, release the
related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05. Reports to the Trustee; Annual Compliance
Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07,
the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase 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 through the last day of the month in which such
repurchase occurs. Upon the receipt of such purchase price, the Master Servicer
shall provide to the Trustee the certification required by Section 3.04 and the
Trustee and the Custodian, if any, shall promptly release to the Seller the
Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass 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)(without, in the case of the Class
A-10 Certificates, giving effect to the guaranty provided by Financial Security)
as a result of such agreement. Any such agreement may contain provisions whereby
such holder may instruct the Master Servicer to instruct a Servicer to the
extent provided in the applicable Servicing Agreement to commence or delay
foreclosure proceedings with respect to delinquent Mortgage Loans and will
contain provisions for the deposit of cash by the holder that would be available
for distribution to Certificateholders if Liquidation Proceeds are less than
they otherwise may have been had the Servicer acted in accordance with its
normal procedures.
Section 3.09. Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) Norwest Mortgage
fails to make any advance, as a consequence of which the Trustee is obligated to
make an advance pursuant to Section 3.03 and (ii) the Trustee provides Norwest
Mortgage written notice of the failure to make such advance and such failure
shall continue unremedied for a period of 15 days after receipt of such notice,
the Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 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, Class M, Class
B-1 and Class B-2 Certificates pursuant to the Securities Exchange Act of 1934,
as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a)(i) 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 Subclasses of Class A Certificates (other than the Class
A-PO Certificates) and Financial Security, pro rata, based upon their respective
Class A Subclass Interest Accrual Amounts and the Premium Payment, respectively,
in an aggregate amount up to the sum of the Class A Subclass Interest Accrual
Amounts and the Premium Payment with respect to such Distribution Date;
second, to the Subclasses of Class A Certificates (other than the
Class A-PO Certificates) and Financial Security, pro rata, based upon their
respective Class A Subclass Unpaid Interest Shortfalls and Premium Unpaid
Shortfalls, respectively, in an aggregate amount up to the sum of the previously
unpaid Class A Subclass Unpaid Interest Shortfalls and Premium Unpaid 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 Subclasses 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
Subclasses 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-5 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-4 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-3 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-2 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-1 Certificates pursuant to Paragraph
tenth below, and sixth to the Class M Certificates pursuant to Paragraph seventh
below;
fifth, to the Class M Certificates in an amount up to the Class M
Interest Accrual Amount with respect to such Distribution Date;
sixth, to the Class M Certificates in an amount up to the Class M
Unpaid Interest Shortfall;
seventh, to the Class M Certificates in an amount up to the Class M
Optimal Principal Amount; provided, however, that the amount distributable to
the Class M Certificates pursuant to this Paragraph seventh will be reduced by
the amount, if any, that would have been distributable to the Class M
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eighth, to the Class B-1 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
ninth, to the Class B-1 Certificates in an amount up to the Class B-1
Unpaid Interest Shortfall;
tenth, 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 tenth 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;
eleventh, to the Class B-2 Certificates in an amount up to the Class B
Subclass Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
thirteenth, 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 thirteenth 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;
fourteenth, to the Class B-3 Certificates in an amount up to the Class
B Subclass Interest Accrual Amount for the Class B-3 Certificates with respect
to such Distribution Date;
fifteenth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
sixteenth, 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 sixteenth 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;
seventeenth, to the Class B-4 Certificates in an amount up to the
Class B Subclass Interest Accrual Amount for the Class B-4 Certificates with
respect to such Distribution Date;
eighteenth, to the Class B-4 Certificates in an amount up to the Class
B-4 Unpaid Interest Shortfall;
nineteenth, 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 nineteenth 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; and
twentieth, to the Class B-5 Certificates in an amount up to the Class
B Subclass Interest Accrual Amount for the Class B-5 Certificates with respect
to such Distribution Date;
twenty-first, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
twenty-second, 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
twenty-second 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; and
twenty-third, to the Holder of the Class A-LR Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class A-R or Class A-LR
Certificate) has been reduced to zero, such Class or Subclass 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-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-4, Class A-WIO and Class A-PO Certificates), the Class M Certificates
and any Class B Subclass with a lower numerical designation and the amount of
the Principal Adjustment, if any, attributable to the Class M Certificates will
be allocated to the Subclasses of Class A Certificates (other than the Class
A-4, Class A-WIO and Class A-PO Certificates) pro rata based on the Class A
Subclass Principal Balances. Any amount allocated to the Class A-10 Certificates
will be distributed to holders thereof as a reduction of the Class A Subclass
Principal Balance of the Class A-10 Certificates in accordance with the
provisions of Section 4.08.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class AP-L Interest) shall receive
distributions in respect of interest in an amount equal to the (i) Class A
Subclass Interest Accrual Amount and Class A Subclass Unpaid Interest Shortfall,
(ii) Class M Interest Accrual Amount and Class M Unpaid Interest Shortfall or
(iii) Class B Subclass Interest Accrual Amount and Class B Subclass Unpaid
Interest Shortfall, as the case may be, in respect of its Corresponding
Upper-Tier Class or Classes in each case to the extent actually distributed
thereon. Such amounts distributed to the Uncertificated Lower-Tier Interests in
respect of principal and interest with respect to any Distribution Date are
referred to herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest (other than the Class A-L3 Interest and the Class AIO-L Interest)
equals the Class A Subclass Principal Balance, Class M Principal Balance or
Class B Subclass Principal Balance, as the case may be, of the respective
Corresponding Upper-Tier Class or Classes. The principal balance of the Class
A-L3 Interest equals the Class A Subclass Principal Balance of the Class A-3
Certificates. The Class AIO-L Interest has no principal balance. The notional
balance of the Class AIO-L Interest equals the aggregate Scheduled Principal
Balance of the Premium Mortgage Loans as of such date. The initial principal
balance of each Uncertificated Lower-Tier Interest (other than the Class A-L3
Interest, the Class AIO-L Interest and the Class A-LR Interest) equals the
Original Class A Subclass Principal Balance, Original Class M Principal Balance,
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance or
Original Class B-5 Principal Balance as the case may be, of the respective
Corresponding Upper-Tier Class or Classes. The initial principal balance of the
Class A-L3 Interest equals the Original Class A Subclass Principal Balance of
the Class A-3 Certificates. The Class AIO-L Interest has no initial principal
balance.
The pass-through rate with respect to each Uncertificated Lower-Tier
Interest (other than the Class A-L1 Interest, Class A-L3 Interest, Class A-L7
Interest, Class A-L10 Interest, Class AIO-L Interest and Class AP-L Interest)
shall be 7.50% per annum. The pass-through rate with respect to the Class A-L1
Interest shall be 7.00% per annum. The pass-through rate with respect to the
Class A-L3 Interest shall be 9.00% per annum. The pass-through rate with respect
to the Class A-L7 Interest shall be 7.70% per annum. The pass-through rate with
respect to the Class A-L10 Interest shall be 7.375% per annum. The pass-through
rate with respect to the Class AIO-L Interest shall be the Class A-WIO
Pass-Through Rate. The Class AP-L Interest is a principal-only interest and is
not entitled to distributions of interest. Any Non-Supported Interest Shortfalls
will be allocated to each Uncertificated Lower-Tier Interest in the same
relative proportions as interest is allocated to such Uncertificated Lower-Tier
Interest.
(b) On each Distribution Date prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount will be allocated among and distributed
in reduction of the Class A Subclass Principal Balances of the Subclasses of
Class A Certificates (other than the Class A Subclass Principal Balance of the
Class A-PO Certificates) as follows:
first, to the Class A-8 and Class A-9 Certificates, pro rata, up to
the Class A-8 and Class A-9 Priority Amount;
second, to the Class A-R and Class A-LR Certificates, pro rata, until
the Class A Subclass Principal Balance of each such Subclass has been reduced to
zero;
third, concurrently, as follows:
(i) 50.179697900%, sequentially, to the Class A-1 and Class A-5
Certificates, in that order, until the Class A Subclass Principal Balance
of each such Subclass has been reduced to zero;
(ii) 12.646941887%, sequentially, to the Class A-2 and Class A-6
Certificates, in that order, until the Class A Subclass Principal Balance
of the Class A-2 Certificates has been reduced to zero and the Class A
Subclass Principal Balance of the Class A-6 Certificates has been reduced
to 93.556300816% of the initial Class A Subclass Principal Balance of such
Subclass;
(iii) 16.726467924% to the Class A-3 Certificates, until the
Class A Subclass Principal Balance thereof has been reduced to zero;
(iv) 20.446892289%, sequentially, to the Class A-11 and Class
A-12 Certificates, in that order, until the Class A Subclass Principal
Balance of each such Subclass has been reduced to zero;
fourth, to the Class A-6 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
fifth, concurrently, to the Class A-7 and Class A-10 Certificates, pro
rata, until the Class A Subclass Principal Balance of each such Subclass
has been reduced to zero; and
sixth, concurrently, to the Class A-8 and Class A-9 Certificates, pro
rata, without regard to the Class A-8 and Class A-9 Priority Amount, until
the Class A Subclass Principal Balance of each such Subclass has been
reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or after the Cross Over Date, the Class A Non-PO Principal Distribution Amount
will be distributed among the remaining Subclasses of Class A Certificates
(other than the Class A-4, Class A-PO and Class A-WIO Certificates) pro rata in
accordance with their outstanding Class A Subclass Principal Balances without
regard to either the proportions or priorities set forth above.
(d) (i) For purposes of determining whether the Subclasses 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 M Fractional Interest is less than the
Original Class M Fractional Interest and the Class M Principal Balance is
greater than zero, the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates shall not be eligible to receive distributions of
principal; or
(B) 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 and Class B-5
Certificates shall not be eligible to receive distributions of principal;
or
(C) 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 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(D) 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 and Class B-5 Certificates shall not be
eligible to receive distributions of principal; or
(E) 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 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 Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Principal Balances of the Class M Certificates and/or
the Subclasses of Class B Certificates entitled to receive distributions of
principal below zero, first the Class M Prepayment Percentage and/or the Class B
Subclass Prepayment Percentage of any affected Class B Subclass for such
Distribution Date beginning with the affected Subclass with the lowest numerical
Subclass designation and then, if necessary, the Class M Percentage and/or the
Class B Subclass Percentage of such Subclass of the Class B Certificates for
such Distribution Date shall be reduced to the respective percentages necessary
to bring the Class M Principal Balance and/or the Class B Subclass Principal
Balance of such Class B Subclass to zero. The Class B Subclass Prepayment
Percentages and the Class B Subclass Percentages of the remaining Class B
Subclasses 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 Class M Principal Balance and/or the
Class B Subclass Principal Balances of the affected Class B Subclasses to zero;
provided, however, that if the Class B Subclass Principal Balances of all the
Class B Subclasses eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Subclass Prepayment
Percentage and the Class B Subclass Percentage of the Class B Subclass with the
lowest numerical Subclass 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 M Prepayment Percentage and the Class B Subclass
Prepayment Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, and the remainder of the Subordinated Percentage for such
Distribution Date minus the sum of the Class M Percentage and the Class B
Subclass Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, respectively. Any entitlement of any Class B Subclass to
principal payments solely pursuant to this clause (ii) shall not cause such
Subclass to be regarded as being eligible to receive principal distributions for
the purpose of applying the definition of its Class B Subclass Percentage or
Class B Subclass Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier Certificate
Account, which shall be a separate trust account and an Eligible Account. On
each Distribution Date other than the Final Distribution Date (if such Final
Distribution Date is in connection with a purchase of the assets of the Trust
Estate by the Seller), the Paying Agent shall, on behalf of the Master Servicer,
from funds available on deposit in the Payment Account, (i) deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account the Lower-Tier Distribution Amount and (ii) distribute to
the Class A-LR Certificateholder (other than as provided in Section 9.01
respecting the final distribution to Certificateholders) by check mailed to such
Holder at the address of such Holder appearing in the Certificate Register, the
Class A Subclass Distribution Amount with respect to the Class A-LR Certificate
and all other amounts distributable to the Class A-LR Certificate. The Trustee
may clear and terminate the Upper-Tier Certificate Account pursuant to Section
9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class or
Subclass) 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 11.25, 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 (based
on, with respect to each Class or Subclass other than in connection with the
distributions in reduction of the principal balance of the Class A-10
Certificates, the aggregate of the Percentage Interests represented by
Certificates of the applicable Class or Subclass of Certificates held by such
Holder and, in the case of the Class A-10 Certificates, as provided in Section
4.08) of the Class A Subclass Distribution Amount with respect to each Subclass
of Class A Certificates, the Class M Distribution Amount with respect to the
Class M Certificates and the Class B Subclass Distribution Amount with respect
to each such Subclass of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Class A Subclass Principal Balance of any Subclass of Class A
Certificates (other than the Class A-4, Class A-WIO, Class A-R or A-LR
Certificates), the Class M Principal Balance of the Class M Certificates or the
Class B Subclass Principal Balance of any Subclass of Class B Certificates would
be reduced to zero or in the case of the Class A-4 Certificates or Class A-WIO
Certificates, the Class A-4 Notional Amount or Class A-WIO Notional Amount, as
the case may be, would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class or Subclass with a copy to the Certificate
Registrar, specifying that the final distribution with respect to such Class or
Subclass will be made on such Distribution Date only upon the presentation and
surrender of such Certificateholder's Certificates at the office or agency of
the Trustee therein specified; provided, however, that the failure to give such
notice will not entitle a Certificateholder to any interest beyond the interest
payable with respect to such Distribution Date in accordance with Section
4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Non-U.S. Persons. Amounts withheld pursuant to this Section 4.01(g) shall be
treated as having been distributed to the related Certificateholder for all
purposes of this Agreement. For the purposes of this paragraph, a "Non-U.S.
Person" is an individual, corporation, partnership or other person other than a
citizen or resident of the United States, a corporation, partnership 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 (i) for
taxable years beginning after December 31, 1996 (or for taxable years ending
after August 20, 1996, if the trustee has made an applicable election), a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust or (ii) for all
other taxable years, such trust is subject to United States federal income tax
regardless of the source of its income.
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-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
second, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
third, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fourth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
fifth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero;
sixth, to the Class M Certificates until the Class M 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 or Subclass'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), Class M Certificates and Class B
Certificates based on the Class A Non-PO Principal Balance, Class M 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 Subclasses of Class A Certificates (other than the
Class A-PO Certificates) in accordance with the Class A Subclass Loss
Percentages as of such Determination Date. Any such loss allocated to the Class
B Certificates shall be allocated pro rata among the outstanding Subclasses of
Class B Certificates based on their Class B Subclass Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class M Certificates pursuant to Section 4.02(a)
or Section 4.02(b) shall be allocated among the Certificates of such Subclass or
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 Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass 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), Class M 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 or Subclass on the Distribution Date in the month following the month in
which such recovery is received. When the Principal Balance of a Class or
Subclass of Certificates has been reduced to zero, such Class or Subclass 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 or Subclass in accordance with the preceding provisions, each outstanding
Class or Subclass 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 or Subclass.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated among (i) the Class A
Certificates and the Premium Payment, (ii) the Class M Certificates and (iii)
the Class B Certificates, pro rata based on the Senior Accrual Amount, the Class
M 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 and the Premium
Payment shall be allocated among the outstanding Subclasses of Class A
Certificates (other than the Class A-PO Certificates) and the Premium Payment
based on their Class A Subclass Interest Percentages and the Premium Percentage,
as the case may be. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Subclasses of Class B Certificates based on
their Class B Subclass Interest Percentages. In addition, after the Class M
Principal Balance and the Class B Principal Balance have 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 Subclasses of Class A Certificates (other than the Class
A-PO Certificates) and the Premium Payment based on their Class A Subclass
Interest Percentages and the Premium Percentage, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes, as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trustee as initial Paying
Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee
all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trustee and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), 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, the Seller and Financial Security a
statement setting forth:
(i) the amount of such distribution to Holders of each Class A
Subclass 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
Subclass of Class A Certificates allocable to interest, (b) the amount
of the Current Class A Interest Distribution Amount allocated to each
Class A Subclass, (c) any Class A Subclass Interest Shortfall Amounts
arising with respect to such Distribution Date and any remaining Class
A Subclass Unpaid Interest Shortfall with respect to each Subclass
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class A Subclass
for such Distribution Date and (e) the interest portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Subclass for such Distribution Date;
(iii) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, identifying the aggregate amount
of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of the Class
M Certificates allocable to interest, (b) the amount of the Current
Class M Interest Distribution Amount, (c) any Class M Interest
Shortfall Amount arising with respect to such Distribution Date and
any remaining Class M Unpaid Interest Shortfall after giving effect to
such distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to the Class M Certificates for such Distribution
Date and (e) the interest portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Class M Certificates for such Distribution Date;
(v) the amount of such distribution to Holders of each Class B
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each Class
B Subclass allocable to interest, (b) the amount of the Current Class
B Interest Distribution Amount allocated to each Class B Subclass and
the Pass-Through Rate applicable to such Distribution Date, (c) any
Class B Subclass Interest Shortfall Amounts arising with respect to
such Distribution Date and any remaining Class B Subclass Unpaid
Interest Shortfall with respect to each Class B Subclass after giving
effect to such distribution, (d) the amount of any Non-Supported
Interest Shortfall allocated to each Class B Subclass 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 B Subclass for such Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trustee pursuant to the Servicing Agreements or
this Agreement;
(viii) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(ix) the Class A Principal Balance, the Class A Subclass
Principal Balance of each Subclass of Class A Certificates, the Class
M Principal Balance, the Class B Principal Balance and the Class B
Subclass Principal Balance of each Subclass 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;
(x) 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;
(xi) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by Norwest Mortgage and, collectively, by the Other
Servicers as of such Distribution Date;
(xii) 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);
(xiii) 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);
(xiv) the Class M 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);
(xv) the Class M 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);
(xvi) the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 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);
(xvii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 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);
(xviii) the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
(xix) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xx) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xxi) 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;
(xxii) 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;
(xxiii) the aggregate amount of Bankruptcy Losses allocated to
each Subclass of Class B Certificates or, following the reduction of
the Class B Principal Balance to zero, solely to the Class M
Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary;
(xxiv) the amount by which the Class B Subclass Principal Balance
of each Subclass of Class B Certificates and the Class M Principal
Balance has been reduced as a result of Realized Losses allocated as
of such Distribution Date;
(xxv) 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;
(xxvi) 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;
(xxvii) in the case of the Class A-3 and Class A-4 Certificates,
the applicable Class A Subclass Pass-Through Rates with respect to
such Distribution Date;
(xxviii) in the case of the Class A-4 Certificate, the Class A-4
Notional Amount;
(xxix) in the case of the Class A-10 Certificates, (a) the Class
A-10 Distribution Deficiency, if any, for such Distribution Date, (b)
amounts, if any in respect of the Class A-10 Distribution Deficiency
paid under the Policy and (c) the amounts attributable to the Class
A-10 Certificates;
(xxx) in the case of the Class A-10 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date;
(xxxi) in the case of the Class A-WIO Certificates, the Class
A-WIO Notional Amount and Class A-WIO Pass-Through Rate for such
Distribution Date;
(xxxii) the Class A-PO Deferred Amount, if any; and
(xxxiii) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare
their tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than the Class A-WIO, Class A-R and Class A-LR Certificates) with a $1,000
Denomination, as a dollar amount per Class A-R and Class A-LR Certificate with a
$500 Denomination and as a dollar amount per Class A-WIO Certificate with a 1%
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, the information set forth in clauses (iii)
and (iv)(a) above in the case of a Class M Certificateholder and the information
contained in clauses (v) and (vi)(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.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the Class A Subclass Distribution Amount with respect to each
Class A Subclass, the Class M Distribution Amount and the Class B Subclass
Distribution Amount with respect to each Class B Subclass. Upon receipt of any
such statement, the Trustee shall promptly forward a copy of such statement to
Financial Security. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class M or Class B Certificate such additional
information, if any, as may be required to permit the proposed transfer to be
effected pursuant to Rule 144A.
Section 4.05. Reports to Mortgagors and the Internal Revenue
Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06. Determination of LIBOR.
On each Rate Determination Date, the Trustee shall determine LIBOR for the
succeeding LIBOR Based Interest Accrual Period on the basis of the offered LIBOR
quotations of the Reference Banks (as defined below), as such quotations are
provided to the Trustee as of 11:00 a.m. (London time) on such Rate
Determination Date. As used herein with respect to a Rate Determination Date,
"Reference Banks" means four leading banks engaged in transactions in Eurodollar
deposits in the international Eurocurrency market (i) with an established place
of business in London, (ii) whose quotations appear on the Reuters Screen LIBO
Page on the Rate Determination Date in question and (iii) which have been
designated as such by the Trustee and are able and willing to provide such
quotations to the Trustee on each Rate Determination Date; and "Reuters Screen
LIBO Page" means the display designated as page "LIBO" on the Reuters Monitor
Money Rates Service (or such other page as may replace the LIBO page on that
service for the purpose of displaying London interbank offered rate quotations
of major banks). If a Reference Bank should be removed from the Reuters Screen
LIBO Page or in any other way fails to meet the qualifications of a Reference
Bank, the Trustee may, in its sole discretion, designate an alternative
Reference Bank.
On each Rate Determination Date, LIBOR for the Distribution Date in the
succeeding months will be established by the Trustee as follows:
(i) If on any Rate Determination Date two or more of the
Reference Banks provide such offered quotations, LIBOR for the
Distribution Date in the succeeding month will be the arithmetic mean
of such offered quotations (rounding such arithmetic mean upwards if
necessary to the nearest whole multiple of 1/16%).
(ii) If on any Rate Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR for the
Distribution Date in the succeeding month will be whichever is higher
of (x) LIBOR as determined on the previous Rate Determination Date or
(y) the Reserve Interest Rate. The "Reserve Interest Rate" will be the
rate per annum which the Trustee determines to be either (A) the
arithmetic mean (rounding such arithmetic mean upwards if necessary to
the nearest whole multiple of 1/16%) of the one-month Eurodollar
lending rates that New York City banks selected by the Trustee are
quoting, on the relevant Rate Determination Date, to the principal
London offices of at least two leading banks in the London interbank
market or (B) in the event that the Trustee can determine no such
arithmetic mean, the lowest one-month Eurodollar lending rate that the
New York City banks selected by the Trustee are quoting on such Rate
Determination Date to leading European banks.
(iii) If on any Rate Determination Date the Trustee is required
but is unable to determine the Reserve Interest Rate in the manner
provided in paragraph (ii) above, LIBOR for the Distribution Date in
the succeeding month will be LIBOR as determined on the previous Rate
Determination Date, or, in the case of the first Rate Determination
Date, 5.4375%.
The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the rates of interest applicable to the Class A-3 and Class A-4
Certificates, in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Class A Subclass
Pass-Through Rates of the Class A-3 and Class A-4 Certificates for the related
Distribution Date to Beneficial Owners or Holders of Class A-3 and Class A-4
Certificates who place a telephone call to the Trustee at (704) 590-6161 and
make a request therefor.
Section 4.07. Reserve Fund.
(a) The Reserve Fund shall be established on the Closing Date and
maintained by the Trustee in accordance with this Section 4.07. At the time the
Reserve Fund is established, the Seller shall cause to be deposited into the
Reserve Fund the amount of $2,000.
With respect to each Distribution Date, the Reserve Withdrawal shall be
withdrawn by the Trustee from the amount on deposit in the Reserve Fund in
accordance with this Section 4.07 and distributed on such Distribution Date to
the Holders of the Class A-10 Certificates, pro rata, based on Percentage
Interest.
Notwithstanding anything herein to the contrary, on the Distribution Date
on which the Class A Subclass Principal Balance of the Class A-10 Certificates
has been reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Morgan Stanley at the address provided by it to the Trustee.
(b) The Reserve Fund will be an "outside reserve fund" under the REMIC
Provisions that is beneficially owned for federal income tax purposes by Morgan
Stanley, which shall report all income, gain, deduction or loss with respect
thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC
or the Trust Estate.
Section 4.08. Distributions in Reduction of the Class A-10
Certificates.
Distributions in reduction of the Class A Subclass Principal Balance of the
Class A-10 Certificates will be made in integral multiples of $1,000 at the
request of the appropriate Beneficial Owners or by mandatory distributions by
random lot, pursuant to clauses (a) and (c) below, or on a pro rata basis
pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of
the Class A Subclass Principal Balance of the Class A-10 Certificates are made,
such distributions will be made first in response to any request by a Beneficial
Owner, but not exceeding an aggregate principal balance for such Subclass of
$10,000 per request, until the first request by each such Beneficial Owner has
been honored.
Thereafter, distributions will be repeated up to a second $10,000. This
sequence will be repeated for each request for principal distributions made by
the Beneficial Owners of the Class A-10 Certificates until all such requests
have been honored.
Requests for distributions in reduction of the principal balances of Class
A-10 Certificates will be accepted in the order of their receipt by the Clearing
Agency. All requests for distributions in reduction of the principal balance of
Class A-10 Certificates will be accepted in accordance with the provisions set
forth in Section 4.08(b). All requests for distributions in reduction of the
principal balance of Class A-10 Certificates with respect to any Distribution
Date must be received by the Clearing Agency and forwarded to, and received by,
the Trustee no later than the close of business on the related Record Date.
Requests for distributions which are received by the Clearing Agency and
forwarded to and received by the Trustee after the related Record Date and
requests, in either case, for distributions not accepted with respect to any
Distribution Date, will be treated as requests for distributions in reduction of
the principal balance of Class A-10 Certificates on the next succeeding
Distribution Date, and each succeeding Distribution Date thereafter, until each
such request is accepted or is withdrawn as provided in Section 4.08(b). Such
requests as are not so withdrawn shall retain their order of priority without
the need for any further action on the part of the appropriate Beneficial Owner
of the related Class A-10 Certificate, all in accordance with the procedures of
the Clearing Agency and the Trustee. Upon the transfer of beneficial ownership
of any Class A-10 Certificate, any distribution request previously submitted
with respect to such Certificate will be deemed to have been withdrawn only upon
the receipt by the Trustee of notification of such withdrawal using a form
required by the Clearing Agency.
Distributions in reduction of the principal balances will be applied, in
the aggregate, to the Class A-10 Certificates in an amount equal to the Class A
Non-PO Principal Distribution Amount allocable to the Class A-10 Certificates
pursuant to Section 4.01(b), minus amounts to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date and plus any amounts available
for distribution from the Rounding Account for such Subclass established as
provided in Section 4.08(d), provided that the aggregate distribution in
reduction of the Class A Subclass Principal Balance of the Class A-10
Certificates on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal Distribution
Amount allocable to distributions in reduction of the Class A Subclass Principal
Balance of the Class A-10 Certificates on any Distribution Date (minus amounts
to repay any funds withdrawn from the Rounding Account on the prior Distribution
Date and plus any amounts required to be distributed from the Rounding Account
pursuant to Section 4.08(d)) exceeds the aggregate principal balances of Class
A-10 Certificates with respect to which distribution requests, as set forth
above, have been received, distributions in reduction of the Class A Subclass
Principal Balance of the Class A-10 Certificates will be made by mandatory
distribution pursuant to Section 4.08(c).
(b) Requests for distributions in reduction of the principal balance
of Class A-10 Certificates must be made by delivering a written request therefor
to the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class A-10
Certificates. The Clearing Agency Participant should in turn make the request of
the Clearing Agency (or, in the case of a Clearing Agency Indirect Participant,
such Clearing Agency Indirect Participant must notify the related Clearing
Agency Participant of such request, which Clearing Agency Participant should
make the request of the Clearing Agency) on a form required by the Clearing
Agency and provided to the Clearing Agency Participant. Upon receipt of such
request, the Clearing Agency will date and time stamp such request and forward
such request to the Trustee. The Clearing Agency may establish such procedures
as it deems fair and equitable to establish the order of receipt of requests for
such distributions received by it on the same day. Neither the Master Servicer
nor the Trustee shall be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Clearing Agency, a Clearing
Agency Participant or any Clearing Agency Indirect Participant.
The Trustee shall maintain a list of those Clearing Agency Participants
representing the appropriate Beneficial Owners of Class A-10 Certificates that
have submitted requests for distributions in reduction of the principal balance
of Class A-10 Certificates, together with the order of receipt and the amounts
of such requests. The Clearing Agency will honor requests for distributions in
the order of their receipt. The Trustee shall notify the Clearing Agency and the
appropriate Clearing Agency Participants as to which requests should be honored
on each Distribution Date. Requests shall be honored by the Clearing Agency in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.08. The exact procedures to be followed by the
Trustee and the Clearing Agency for purposes of determining such priorities and
limitations will be those established from time to time by the Trustee or the
Clearing Agency, as the case may be. The decisions of the Trustee and the
Clearing Agency concerning such matters will be final and binding on all
affected persons.
Individual Class A-10 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date and
shall cease to bear interest after the last day of the month preceding the month
in which such Class A-10 Distribution Date occurs.
Any Beneficial Owner of a Class A-10 Certificate which has requested a
distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trustee. If such notice of withdrawal of a request for distribution has not
been received by the Clearing Agency and forwarded to and received by the
Trustee on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to the
making of distributions in reduction of the Class A Subclass Principal Balance
of Class A-10 Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the principal
balance of Class A-10 Certificates are rejected by the Trustee for failure to
comply with the requirements of this Section 4.08, the Trustee shall return such
request to the appropriate Clearing Agency Participant with a copy to the
Clearing Agency with an explanation as to the reason for such rejection.
(c) To the extent, if any, that distributions in reduction of the
Class A Subclass Principal Balance of Class A-10 Certificates on a Distribution
Date exceed the outstanding principal balances of Class A-10 Certificates with
respect to which distribution requests have been received by the Trustee by the
related Record Date, as provided in Section 4.08(a) above, distributions in
reduction of the Class A Subclass Principal Balance of the Class A-10
Certificates will be made by mandatory distributions in reduction thereof. Such
mandatory distributions on Individual Class A-10 Certificates will be made by
random lot in accordance with the then-applicable random lot procedures of the
Clearing Agency, the Clearing Agency Participants and the Clearing Agency
Indirect Participants representing the Beneficial Owners; provided however,
that, if after the distribution in reduction of the Class A Subclass Principal
Balance of the Class A-10 Certificates on the next succeeding Distribution Date
on which mandatory distributions are to be made, the principal balance of Class
A-10 Certificates would not be reduced to zero, the Individual Class A-10
Certificates to which such distributions will be applied shall be selected by
the Clearing Agency from those Class A-10 Certificates not otherwise receiving
distributions in reduction of the principal balance on such Distribution Date.
The Trustee shall notify the Clearing Agency of the aggregate amount of the
mandatory distribution in reduction of the Class A Subclass Principal Balance of
the Class A-10 Certificates to be made on the next Distribution Date. The
Clearing Agency shall then allocate such aggregate amount among its Clearing
Agency Participants on a random lot basis. Each Clearing Agency Participant and,
in turn, each Clearing Agency Indirect Participant will then select, in
accordance with its own random lot procedures, Individual Class A-10
Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the principal balance of the Class A-10
Certificates, such that the total amount so selected is equal to the aggregate
amount of such mandatory distributions allocated to such Clearing Agency
Participant by the Clearing Agency and to such Clearing Agency Indirect
Participant by its related Clearing Agency Participant, as the case may be.
Clearing Agency Participants and Clearing Agency Indirect Participants which
hold Class A-10 Certificates selected for mandatory distributions in reduction
of the principal balances are required to provide notice of such mandatory
distributions to the affected Beneficial Owners. The Master Servicer agrees to
notify the Trustee of the amount of distributions in reduction of the principal
balances of Class A-10 Certificates to be made on each Distribution Date in a
timely manner such that the Trustee may fulfill its obligations pursuant to the
Letter of Representations dated March 27, 1996 among the Seller, the Trustee and
the Clearing Agency.
(d) On the Closing Date, the Rounding Account shall be established
with the Trustee and the Seller shall cause to be initially deposited with the
Trustee a $999.99 deposit for the Rounding Account. On each Distribution Date on
which a distribution is made in reduction of the principal balance of the Class
A-10 Certificates, funds on deposit in the Rounding Account shall be available
to be applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class A Subclass Principal Balance to be made
on the Class A-10 Certificates. Rounding of such distribution on the Class A-10
Certificates shall be accomplished, on the first such Distribution Date, by
withdrawing from the Rounding Account the amount of funds, if any, needed to
round the amount otherwise available for such distribution in reduction of the
principal balance of the Class A-10 Certificates upward to the next integral
multiple of $1,000. On each succeeding Distribution Date on which distributions
in reduction of the principal balance of the Class A-10 Certificates are to be
made, the aggregate amount of such distributions allocable to the Class A-10
Certificates shall be applied first to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward and applied as
distributions in reduction of the principal balance of the Class A-10
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Subclass Principal Balance of the Class A-10 Certificates has been
reduced to zero. The funds in the Rounding Account shall be held in a
non-interest bearing account and shall not be reinvested.
Notwithstanding anything herein to the contrary, on the Distribution Date
on which distributions in reduction of the Class A Subclass Principal Balance of
the Class A-10 Certificates will reduce the Class A Subclass Principal Balance
thereof to zero or in the event that distributions in reduction of the Class A
Subclass Principal Balance of the Class A-10 Certificates are made in accordance
with the provisions set forth in Section 4.08(e), an amount equal to the
difference between $1,000 and the sum then held in the Rounding Account shall be
paid from the Pool Distribution Amount to the Rounding Account. Any funds then
on deposit in such Rounding Account shall be distributed to the Holder of the
Class A-LR Certificate.
(e) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on which any principal
losses are allocated to the Class A-10 Certificateholders occurring on or after
the earliest to occur of (i) the Cross-Over Date, (ii) the date on which Special
Hazard Losses exceed the Special Hazard Loss Amount, (iii) the date on which
Fraud Losses exceed the Fraud Loss Amount and (iv) the date on which Bankruptcy
Losses exceed the Bankruptcy Loss Amount, distributions in reduction of the
principal balance of the Class A-10 Certificates (including amounts paid in
respect of such losses under the Policy) will be made on a pro rata basis among
the Holders of the Class A-10 Certificates and will not be made in integral
multiples of $1,000 or pursuant to requested distributions or mandatory
distributions by random lot.
(f) In the event that Definitive Certificates representing the Class
A-10 Certificates are issued pursuant to Section 5.07, an amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which distributions in
reduction of the principal balances of the Class A-10 Certificates are to be
made; provided that such procedures shall be consistent, to the extent
practicable and customary for certificates similar to the Class A-10
Certificates, with the provisions of this Section 4.08.
Section 4.09. Policy Matters.
(a) If, on the second Business Day before any Distribution Date, the
Trustee determines that there will be a Class A-10 Distribution Deficiency for
such Distribution Date, the Trustee shall determine the amount of such Class
A-10 Distribution Deficiency and shall give notice to Financial Security and the
Fiscal Agent, if any (as defined in each Policy), by telephone or telecopy of
the amount of such deficiency confirmed in writing by the Notice of Claim by
12:00 noon, New York City time on such second Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trustee shall establish a separate special purpose trust account in the name of
the Trustee for the benefit of Holders of the Class A-10 Certificates referred
to herein as the "Policy Payments Account" over which the Trustee shall have
exclusive control and sole right of withdrawal. The Trustee shall deposit any
amounts paid under the Policy into the Policy Payments Account and distribute
such amounts only for purposes of payment to Holders of the Class A-10
Certificates of the Class A-10 Distribution Deficiency for which a claim was
made and such amounts may not be applied to satisfy any costs, expenses or
liabilities of the Trustee or the Trust Estate. Amounts paid under the Policy
shall be disbursed by the Trustee to Holders of the Class A-10 Certificates in
the same manner as distributions in reduction of the principal balance of and
interest on the Certificates of such Subclass are made under Section 4.01(e). It
shall not be necessary for such payments of the Class A-10 Distribution
Deficiency to be made by checks or wire transfers separate from the check or
wire transfer used to pay distributions in reduction of the principal balance of
and interest on the Class A-10 Certificates with funds available to make such
distributions. However, the amount of any distribution to be paid from funds
transferred from the Policy Payments Account shall be noted as provided in (c)
below and in the statement to be furnished to Holders of the Class A-10
Certificates and Financial Security pursuant to Section 4.04. Funds held in the
Policy Payments Account shall not be invested by the Trustee.
On any Distribution Date with respect to which a claim has been made under
the Policy, the amount of any funds received by the Trustee as a result of the
claim under the Policy to the extent necessary to make distributions on the
Class A-10 Certificates equal to the Class A-10 Distribution Deficiency on such
Distribution Date shall be withdrawn from the Policy Payments Account and
applied by the Trustee to the payment in full of the Class A-10 Distribution
Deficiency. Any funds deposited into the Policy Payments Account in respect of
the Class A-10 Certificates that are remaining therein on the first Business Day
following a Distribution Date after the Class A-10 Distribution Deficiency has
been made to the Certificateholders of such Subclass shall be remitted in
immediately available funds to Financial Security, pursuant to the instructions
of Financial Security, by the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the Class
A-10 Interest Loss Amount, the Class A-10 Principal Loss Amount and any
Non-Supported Interest Shortfall allocated to the Class A-10 Certificates once
the Reserve Fund has been depleted, paid from moneys received under the Policy.
Financial Security shall have the right to inspect such records at reasonable
times upon one Business Day's prior notice to the Trustee.
(d) In the event that the Trustee has received a certified copy of an
order of the appropriate court that any distributions in reduction of the
principal balance of or interest on a Class A-10 Certificate has been avoided in
whole or in part as a preference payment under applicable bankruptcy law, the
Trustee shall so notify Financial Security and the Fiscal Agent (as defined in
the applicable Policy), if any, shall comply with the provisions of the
applicable Policy to obtain payment by Financial Security of such avoided
distribution, and shall, at the time it provides notice to Financial Security,
notify, by mail to Holders of the Certificates of such Subclass that, in the
event that any Holder's distribution is so recovered, such Holder will be
entitled to payment pursuant to the terms of the applicable Policy, a copy of
which shall be made available by the Trustee and the Trustee shall furnish to
Financial Security and the Fiscal Agent, if any, its records evidencing the
distributions in reduction of the principal balance of and interest (including
any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class
A-10 Certificates, if any, which have been made by the Trustee and subsequently
recovered from Holders, and the dates on which such distributions were made.
Such payment under the applicable Policy shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the order
and not to the Trustee or any Class A-10 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the order, in which case
such payment shall be disbursed to the Trustee for distribution to such
Certificateholder upon proof of such payment reasonably satisfactory to
Financial Security).
(e) The Trustee shall promptly notify Financial Security and the
Fiscal Agent, if any, of any proceeding or the institution of any action seeking
the avoidance as a preferential transfer under applicable bankruptcy,
insolvency, receivership or similar law (a "Preference Claim") of any
distribution made with respect to the Class A-10 Certificates as to which it has
actual knowledge. Each Holder of a Class A-10 Certificate, by its purchase of
such Certificates and the Trustee hereby agree that Financial Security (so long
as no Financial Security Default exists) may at any time during the continuation
of any proceeding relating to a Preference Claim direct all matters relating to
such Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, Financial Security shall be subrogated to
the rights of the Trustee and each Holder in the conduct of any Preference
Claim, including, without limitation, all rights of any party to an adversary
proceeding or action with respect to any court order issued in connection with
any such Preference Claim.
(f) The Trustee acknowledges, and each Holder of a Class A-10
Certificate by its acceptance of such Certificate agrees, that without any
further action on the part of Financial Security, Financial Security shall be
subrogated to all of the rights to amounts distributable to such
Certificateholders in respect of Class A Subclass Unpaid Interest Shortfalls,
Non-Supported Interest Shortfalls allocated to such Certificates and recoveries,
if any, with respect to the Class A-10 Principal Loss Amounts with respect to
amounts paid under the Policy. The Class A-10 Certificateholders by acceptance
of such Certificates assign their rights as Holders of such Certificates to
Financial Security to the extent of Financial Security's interest with respect
to amounts paid.
(g) The Master Servicer shall designate a Financial Security Contact
Person who shall be available to Financial Security to provide reasonable access
to information regarding the Mortgage Loans. The initial Financial Security
Contact Person is appointed in Section 11.29.
(h) The Trustee shall surrender each Policy to Financial Security for
cancellation upon the expiration of the term of such Policy as provided in such
Policy.
(i) The Trustee upon receipt from the Master Servicer shall send to
Financial Security the report prepared pursuant to Section 3.05 and the
statements prepared pursuant to Section 4.04.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M and Class B Certificates shall be issued only
in minimum Denominations of a Single Certificate and, except for the Class
A-WIO, Class A-R and Class A-LR Certificates, integral multiples of $1,000 (or
1% Percentage Interest in the case of the Class A-WIO Certificates) in excess
thereof (except, if necessary, for one Certificate of each Class or Subclass
(other than the Class A-WIO, Class A-R and Class A-LR Certificates) that
evidences one Single Certificate plus such additional principal portion as is
required in order for all Certificates of such Class or Subclass to equal the
aggregate Original Class A Subclass Principal Balance (or Original Class A-4
Notional Amount in the case of the Class A-4 Certificates), Original Class M
Principal Balance or the aggregate Original Class B Subclass Principal Balance
of such Class or Subclass, as the case may be), and shall be substantially in
the respective forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7,
A-8, A-9, A-10, A-11, A-12, A-PO, A-WIO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, C,
and D (reverse side of Certificates) hereto. On original issue the Certificates
shall be executed and delivered by the Trustee to or upon the order of the
Seller upon receipt by the Trustee or the Custodian of the documents specified
in Section 2.01. The aggregate principal portion evidenced by the Class A, Class
M and Class B Certificates shall be the sum of the amounts specifically set
forth in the respective Certificates. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trustee by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless manually countersigned by a Responsible Officer of the Trustee,
or unless there appears on such Certificate a certificate of authentication
executed by the Authenticating Agent by manual signature, and such
countersignature or certificate upon a Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trustee or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full
force and effect;
(ii) the Seller, the Master Servicer, the Certificate
Registrar and the Trustee may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial
Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law, the rules, regulations and procedures of the Clearing Agency
and agreements between such Beneficial Owners and the Clearing Agency
and/or the Clearing Agency Participants, and all references in this
Agreement to actions by Certificateholders shall, with respect to the
Book-Entry Certificates, refer to actions taken by the Clearing Agency
upon instructions from the Clearing Agency Participants, and all
references in this Agreement to distributions, notices, reports and
statements to Certificateholders shall, with respect to the Book-Entry
Certificates, refer to distributions, notices, reports and statements
to the Clearing Agency or its nominee, as registered holder of the
Book-Entry Certificates, as the case may be, for distribution to
Beneficial Owners in accordance with the procedures of the Clearing
Agency; and
(v) the initial Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the Certificates to
the Clearing Agency Participants, for distribution by such Clearing
Agency Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trustee at the Corporate Trust Office.
Section 5.02. Registration of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class or Subclass.
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 or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(b) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trustee or the Seller may, if such transfer is to be made within three
years after the later of (i) the date of the initial sale of Certificates or
(ii) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, require a Class B-3, Class B-4 or
Class B-5 Certificateholder to deliver a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Seller, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trustee the facts surrounding
such transfer, which investment letter shall not be an expense of the Trustee,
the Seller or the Master Servicer. The Holder of a Class B-3, Class B-4 or Class
B-5 Certificate desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class B-3, Class B-4 or Class B-5 Certificates under said Act or
any other securities law.
(c) No transfer of a Class A-9, Class M or Class B Certificate shall
be made unless the Trustee shall have received (i) a representation letter from
the transferee in the form of Exhibit J hereto, in the case of a Class B-3,
Class B-4 or Class B-5 Certificate, or in the form of Exhibit K hereto, in the
case of a Class A-9, Class M, Class B-1 or Class B-2 Certificate, to the effect
that either (a) such transferee is not an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA or Code Section 4975, or a
governmental plan, as defined in Section 3(32) of ERISA, or subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Trustee, the
Seller or the Master Servicer or (b) if such transferee is an insurance company,
the source of funds used to purchase the Class A-9, Class M or 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)) and 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 or (ii) in the case
of any such Class A-9, Class M or Class B Certificate presented for registration
in the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trustee and the Seller to the effect that the purchase or
holding of such Class A-9, Class M or Class B Certificate will not result in the
assets of the Trust Estate being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trustee, the Seller or the Master Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Seller or the Master Servicer and (B) such
other opinions of counsel, officer's certificates and agreements as the Seller
or the Master Servicer may require in connection with such transfer, which
opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trustee, the Seller or the Master Servicer. Each Class A-9, Class
M and Class B Certificate 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 or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person 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 or Class A-LR Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trustee with an effective Internal
Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of the Class A-R or Class A-LR
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R or
Class A-LR Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R or Class A-LR Certificate in connection with any such
transfer to a disqualified organization or agent thereof (including a broker,
nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign
Holder, and neither the Certificate Registrar nor the Trustee shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class A-R or Class A-LR Certificate, unless the transferor shall have
provided to the Trustee an affidavit, substantially in the form attached as
Exhibit H hereto, signed by the transferee, to the effect that the transferee is
not such a disqualified organization, an agent (including a broker, nominee, or
middleman) for any entity as to which the transferee has not received a
substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted
Foreign Holder, which affidavit shall contain the consent of the transferee to
any such amendments of this Agreement as may be required to further effectuate
the foregoing restrictions on transfer of the Class A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class or Subclass. Upon
the issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and
Addresses.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class or Subclass
as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Subclass of Book-Entry Certificates advise
the Trustee through the Clearing Agency and Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Beneficial Owners, the Trustee shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the
Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A, Class M 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, a
copy of which shall be delivered, but not addressed, to Financial Security. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master
Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency (without, in the case of the Class A-10 Certificates,
giving effect to the guaranty provided by Financial Security); and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee or the Seller under this Agreement, incurred by it prior to the time
that the conditions contained in clause (i) above are met.
Section 6.07. Indemnification of Trustee and Seller by Master
Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the
Seller and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds
to the Paying Agent as required by Section 4.03 or (b) to distribute or
cause to be distributed to Certificateholders any payment required to
be made by the Master Servicer under the terms of this Agreement which,
in either case, continues unremedied for a period of three business
days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or to the Master Servicer and the Trustee by
the holders of Certificates evidencing in the aggregate not less than
25% of the aggregate Voting Interest represented by all Certificates;
or
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer in the Certificates or
in this Agreement which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee, or to the Master Servicer and the Trustee by the holders
of Certificates evidencing in the aggregate not less than 25% of the
aggregate Voting Interest represented by all Certificates; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged and unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee
in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, voluntary liquidation or similar proceedings of
or relating to the Master Servicer, or of or relating to all or
substantially all of its property; or
(v) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose
of all or substantially all of its assets; or consolidate with or merge
into another entity or shall permit another entity to consolidate or
merge into it, such that the resulting entity does not meet the
criteria for a successor servicer, as specified in Section 6.02 hereof;
or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both FNMA and 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 to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the 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 shall have knowledge of any failure of the
Master Servicer specified in Section 7.01(i) or (ii) which would become an Event
of Default upon the Master Servicer's failure to remedy the same after notice,
the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
Section 7.05. Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee receives the resignation of the Master Servicer evidenced by
an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the
successor in all respects to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for
herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) (without, in the case of the Class A-10 Certificates, giving
effect to the guaranty provided by Financial Security) by either Rating Agency
and the retention thereof by the Master Servicer would avert such revocation,
downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trustee shall give prompt
written notice thereof to Financial Security and Certificateholders at their
respective addresses appearing in the Certificate Register. The Trustee shall
also, within 45 days after the occurrence of any Event of Default known to the
Trustee, give written notice thereof to Financial Security and
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Servicers pursuant
to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after
the curing of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Agreement;
(ii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of holders of Certificates which
evidence in the aggregate not less than 25% of the Voting Interest
represented by all Certificates relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee under this
Agreement; and
(iii) the Trustee shall not be liable for any error of judgment
made in good faith by any of its Responsible Officers, unless it shall
be proved that the Trustee or such Responsible Officer was negligent in
ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may 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) The Trustee 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) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement; and
(iv) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys.
Section 8.03. Trustee Not Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee, shall be repaid
by the Master Servicer upon demand.
Section 8.04. Trustee Not Liable for Certificates or Mortgage
Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
Section 8.05. Trustee May Own Certificates.
The Trustee and any agent thereof, in its individual or any other capacity,
may become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to receive, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, such entity shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.07 and shall fail to resign after written request
for its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
Section 8.11. Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the consent
of the Master Servicer and the Seller, appoint one or more Custodians to hold
all or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as two
separate REMICs; or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of the execution of any action required by law to be performed
directly by the Trustee, the Trustee, shall (i) prepare or cause to be prepared,
timely cause to be signed by the Trustee and file or cause to be filed annual
federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
returns, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward,
or cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trustee and calculated on a monthly basis by using the issue
prices of the Certificates; (iv) make available information necessary for the
application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class 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-12, Class A-PO, Class A-WIO and Class A-R Certificates, the Class M
Certificates and the Class B-l, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates and the interests in the Lower-Tier REMIC represented by the Class
A-L1, Class A-L2, Class A-L3, Class A-L7, Class A-L10, Class AP-L, Class AIO-L,
Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class B-L5 and
Class M-L Interests and the Class A-LR Certificate; (viii) exercise reasonable
care not to allow the occurrence of any "prohibited transactions" within the
meaning of Code Section 860F(a), unless the Master Servicer shall have provided
an Opinion of Counsel to the Trustee that such occurrence would not (a) result
in a taxable gain, (b) otherwise subject either the Upper-Tier REMIC or
Lower-Tier REMIC or the Trust Estate to tax or (c) cause the Trust Estate to
fail to qualify as two separate REMICs; (ix) exercise reasonable care not to
allow either the Upper-Tier REMIC or the Lower-Tier REMIC to receive income from
the performance of services or from assets not permitted under the REMIC
Provisions to be held by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or
the Lower-Tier REMIC) the amount of any federal income tax, including, without
limitation, prohibited transaction taxes, taxes on net income from foreclosure
property, and taxes on certain contributions to a REMIC after the Startup Day,
imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when
and as the same shall be due and payable (but such obligation shall not prevent
the Master Servicer or any other appropriate Person from contesting any such tax
in appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case may be,
to perform its duties as set forth above, the Seller shall provide, or cause to
be provided, to the Master Servicer within ten days after the Closing Date all
information or data that the Master Servicer determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of each Class and Subclass of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time, request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
and the Trustee for any losses, liabilities, damages, claims or expenses of the
Master Servicer or the Trustee arising from any errors or miscalculations by the
Master Servicer or the Trustee pursuant to this Section that result from any
failure of the Seller to provide, or to cause to be provided, accurate
information or data to the Master Servicer or the Trustee, as the case may be,
on a timely basis. The Master Servicer hereby indemnifies the Seller and the
Trustee for any losses, liabilities, damages, claims or expenses of the Seller
or the Trustee arising from the Master Servicer's willful misfeasance, bad faith
or gross negligence in preparing any of the federal, state and local tax returns
of the REMIC as described above. In the event that the Trustee prepares any of
the federal, state and local tax returns of the REMIC as described above, the
Trustee hereby indemnifies the Seller and the Master Servicer for any losses,
liabilities, damages, claims or expenses of the Seller or the Master Servicer
arising from the Trustee's willful misfeasance, bad faith or negligence in
connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the obligation of the Master Servicer to send
certain notices as hereinafter set forth and the tax reporting obligations under
Sections 4.05 and 8.14 hereof) shall terminate upon the last action required to
be taken by the Trustee on the Final Distribution Date pursuant to this Article
IX following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.24. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Subclasses of Class A Certificates, the respective Class A Subclass
Principal Balance together with any related Class A Subclass Unpaid Interest
Shortfall and one month's interest in an amount equal to the respective Class A
Subclass Interest Accrual Amount, (ii) as to the Class M Certificates, the Class
M Principal Balance together with any related Class M Unpaid Interest Shortfall
and one month's interest at the Class M Pass-Through Rate on the Class M
Principal Balance, (iii) as to the Subclasses of Class B Certificates, the
respective Class B Subclass Principal Balance together with any related Class B
Subclass Unpaid Interest Shortfall and one month's interest in an amount equal
to the respective Class B Subclass Interest Accrual Amount and (iv) as to the
Class A-R and Class A-LR Certificates, the amounts, if any, which remain on
deposit in the Upper-Tier Certificate Account and the Certificate Account,
respectively (other than amounts retained to meet claims) after application
pursuant to clauses (i), (ii) and (iii) above and payment to the Master Servicer
of any amounts it is entitled as reimbursement or otherwise hereunder. Such
amount shall be distributed in respect of interest and principal in respect of
the Uncertificated Lower-Tier Interests in the same amounts as distributed to
their Corresponding Upper-Tier Class or Classes in the manner specified in
Section 4.01(a)(ii). Notwithstanding the foregoing, if the price paid pursuant
to clause (i) of the first paragraph of this Section 9.01, after reimbursement
to the Servicers, the Master Servicer and the Trustee of any Periodic Advances,
is insufficient to pay in full the amounts set forth in clauses (i), (ii) and
(iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal tax or
cause the Trust Estate to fail to qualify as two separate REMICs at any time
that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section
9.01 shall provide that such notice constitutes the adoption of a plan
of complete liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as
of the date of such notice (or, if earlier, the date on which the first
such notice is mailed to Certificateholders). The Master Servicer shall
also specify such date in a statement attached to the final tax returns
of the Upper-Tier REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of
complete liquidation and at or prior to the Final Distribution Date,
the Trustee shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and
shall distribute such cash within 90 days of such adoption in the
manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Seller, the Master Servicer and the Trustee, and with respect
only to amendments affecting the rights or obligations of Financial Security,
with the consent of Financial Security, without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or
supplement any provisions herein or therein which may be inconsistent with any
other provisions herein or therein, (iii) to modify, eliminate or add to any of
its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as two separate REMICs at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any federal tax on the Trust Estate, the Upper-Tier REMIC or the Lower-Tier
REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Upper-Tier Certificate Account and
Certificate Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Certificates as evidenced by a letter from each
Rating Agency to such effect (without, in the case of the Class A-10
Certificates, giving effect to the guaranty provided by Financial Security), (v)
to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer and the Trustee with the consent of
Financial Security (only with respect to amendments affecting the rights or
obligations of Financial Security) and the Holders of Certificates evidencing in
the aggregate not less than 66-2/3% of the aggregate Voting Interests of each
Class or Subclass 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 or Subclass; 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 or Subclass in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class or Subclass evidencing, as to such Class or Subclass, Voting
Interests aggregating not less than 66-2/3% or (iii) reduce the aforesaid
percentage of Certificates of any Class or Subclass the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trustee or Financial Security; provided,
however, (i) that such amendment does not conflict with any provisions of the
related Servicing Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal Receipts received by
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of:
(a) changing the Applicable Unscheduled
Principal Receipt Period for Exhibit F-1
Mortgage Loans to a Mid-Month Receipt
Period with respect to all Unscheduled
Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt
Period for all Mortgage Loans serviced by any
Servicer to a Mid-Month Receipt Period with respect
to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial
Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trustee.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws
of the State of New York (without regard to conflicts of laws principles), and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland
21703, Attention: Vice President or such other address as may hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer, (iii)
in the case of the Trustee, to the Corporate Trust Office, or such other address
as may hereafter be furnished to the Seller and the Master Servicer in writing
by the Trustee, in each case Attention: Corporate Trust Department and (iv) in
the case of Financial Security, to Financial Security Assurance Inc., 350 Park
Avenue, New York, New York 10022, Attention: Senior Vice President --
Surveillance Department; Telex: 212-668-3101; Confirmation: 212-826-0100;
Telecopy: 212-339-3518 or 212-339-3529 (in each case in which notice or other
communication to Financial Security refers to a Servicer Default or a claim
under the Policy or with respect to which failure on the part of Financial
Security to respond shall be deemed to constitute consent or acceptance, then a
copy of such notice or other communication should also be sent to the attention
of the General Counsel and the Head -- Financial Guaranty Group and shall be
marked to indicate "URGENT MATERIAL ENCLOSED"). Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice mailed or transmitted within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies and Financial
Security.
(a) The Trustee shall give prompt notice to each Rating Agency and
Financial Security 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
and Financial Security of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to
Section 2.02;
(ii) the resignation or removal of the Trustee
pursuant to Section 8.08;
(iii) the appointment of a successor trustee
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in
a single transaction of 50% or more of the equity interests
in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency and
Financial Security:
(i) reports prepared pursuant to Section 3.05;
and
(ii) statements prepared pursuant to Section
4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 7.50% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is February 1, 1997.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $515,122,179.35.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.73808609%.
Section 11.05. Original Class A Subclass Principal Balances.
As to the following Subclasses of Class A Certificates, the Class A
Subclass Principal Balance of such Subclass as of the Cut-Off Date, as follows:
Original Class A
Class A Subclass Subclass Principal Balance
---------------- --------------------------
Class A-1 $ 108,637,000.00
Class A-2 $ 40,398,000.00
Class A-3 $ 56,868,000.00
Class A-5 $ 61,968,000.00
Class A-6 $ 40,351,000.00
Class A-7 $ 5,338,000.00
Class A-8 $ 80,000,000.00
Class A-9 $ 5,000,000.00
Class A-10 $ 23,726,000.00
Class A-11 $ 44,266,000.00
Class A-12 $ 25,251,000.00
Class A-PO $ 1,424,841.01
Class A-LR $ 500.00
Class A-R $ 500.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $491,804,000.00.
Section 11.07. Original Class A-4 Notional Amount.
The Original Class A-4 Notional Amount is $56,868,000.00.
Section 11.08. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.26191391%.
Section 11.09. Original Class M Percentage.
The Original Class M Percentage is 1.50419312%.
Section 11.10. Original Class M Principal Balance.
The Original Class M Principal Balance is $7,727,000.00.
Section 11.11. Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.75772079%.
Section 11.12. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.25346182%.
Section 11.13. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.50146259%.
Section 11.14. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.30076076%.
Section 11.15. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.35098488%.
Section 11.16. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.35105075%.
Section 11.17. Original Class B Principal Balance.
The Original Class B Principal Balance is $14,166,338.34.
Section 11.18. Original Class B Subclass Principal Balances.
As to any Class B Certificate, the Class B Subclass Principal Balance of
such Subclass as of the Cut-Off Date, is as follows:
Original Class B
Class B Subclass Subclass Principal Balance
---------------- --------------------------
Class B-1 $ 6,439,000.00
Class B-2 $ 2,576,000.00
Class B-3 $ 1,545,000.00
Class B-4 $ 1,803,000.00
Class B-5 $ 1,803,338.34
Section 11.19. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.50425897%.
Section 11.20. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.00279638%.
Section 11.21. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.70203562%.
Section 11.22. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.35105074%.
Section 11.23. Closing Date.
The Closing Date is February 27, 1997.
Section 11.24. 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 $51,512,217.94 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.25. Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class A-4 and
Class A-WIO Certificates), the minimum Denomination eligible for wire transfer
on each Distribution Date is $5,000,000. With respect to the Class A-4
Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is $5,000,000 Original Class A-4 Notional Amount. With respect
to the Class A-WIO Certificates, the minimum Denomination eligible for wire
transfer on each Distribution Date is 25% Percentage Interest. The Class A-PO,
Class A-R, Class A-LR, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates are not eligible for wire transfer.
Section 11.26. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other than
the Class A-4, Class A-7, Class A-10, Class A-WIO, Class A-R and Class A-LR
Certificates), the Class M Certificates and the Class B Certificates represents
a $100,000 Denomination. A Single Certificate for the Class A-4 Certificates
represents a $9,500,000 Denomination. A Single Certificate for the Class A-7 and
Class A-10 Certificates represents a $1,000 Denomination. A Single Certificate
for the Class A-WIO Certificates represents a Denomination of 7% Percentage
Interest. A Single Certificate for the Class A-R and Class A-LR Certificates
represents a $500 Denomination. A Single Certificate for the each of the Class
B-4 and Class B-5 Certificates represents a Denomination equal to the Original
Class B Subclass Principal Balance of each such Subclass.
Section 11.27. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum.
Section 11.28. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.016% per annum.
Section 11.29. Initial Financial Security Contact Person.
The initial Financial Security Contact Person shall be B. David Bialzak,
Vice President of the Seller.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:---------------------------------
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
as Trustee
By:----------------------------------
Name:
Title:
Attest:
By:---------------------
Name:-------------------
Title:------------------
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 27th day of February, 1997, before me, a notary public in and for
the State of New York, personally B. David Bialzak, 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 Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 27th day of February, 1997, before me, a notary public in and for
the State of New York, personally appeared Edward M. Frere, Jr., known to me
who, being by me duly sworn, did depose and say that he resides at Frederick;
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]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 27th day of February, 1997, 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 of North Carolina, 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]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 27th day of February, 1997, 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 of North Carolina, a national banking association, one of
the parties that executed the foregoing instrument; and that s/he signed his
name thereto by order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1997-2 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Countrywide Home Loans, Inc. Prior Month Prior Month
First Bank National Association Prior Month Prior Month
HomeSide Lending Prior Month Prior Month
National City Mortgage Company Prior Month Prior Month
Suntrust Mortgage, Inc. Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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 1997-2 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.00% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.50% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 5.9875% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to the lesser of (i) 0.55% plus
LIBOR, as determined on the second business day preceding the commencement of
such LIBOR Based Interest Accrual Period, and (ii) 9.00%. 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $ (Initial Notional
by this Certificate: % Amount)
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-4
Certificates are not entitled to receive distributions of principal. The
pass-through rate on the Class A-4 Certificates applicable to each Distribution
Date will be a floating rate of interest determined as provided herein and as
specified in the Agreement. Interest on this Certificate will accrue with
respect to each Distribution Date during the period commencing on the 25th day
of the month preceding the month in which such Distribution Date occurs and
ending on the 24th day of the month in which such Distribution Date occurs (each
a "LIBOR Based Interest Accrual Period"). The pass-through rate applicable with
respect to the initial LIBOR Based Interest Accrual Period will be 3.0125% per
annum. Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through rate will be a per annum rate equal to 8.45% minus LIBOR, as
determined on the second business day preceding the commencement of such LIBOR
Based Interest Accrual Period, subject to a minimum rate of 0.00% and a maximum
rate of 8.45%. 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 on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, at an issue price of
4.73549% of the initial Class A-4 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming (a) that this Certificate pays in accordance with
projected cash flows reflecting the prepayment assumption of 250% SPA (as
defined in the Prospectus Supplement dated February 18, 1997 with respect to the
offering of the Class A Certificates, the Class M Certificates, the Class B-1
Certificates and the Class B-2 Certificates) used to price this Certificate and
(b) that the interest rate at which distributions of interest on this
Certificate actually will be made will be determined as though the Pass-Through
Rate on this Certificate applicable to the first Distribution Date will not
change thereafter: (i) the amount of OID as a percentage of the initial Class
A-4 Notional Amount is approximately 6.43087040%; (ii) the annual yield to
maturity of this Certificate, compounded monthly, is approximately 47.14%; and
(iii) the amount of OID allocable to the short first accrual period (February
27, 1997 to March 25, 1997) as a percentage of the initial Class A-4 Notional
Amount, calculated using the exact method, is approximately 0.17339678%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.00% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, and based on its issue
price of 97.88056%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two 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
250% SPA (as defined in the Prospectus Supplement dated February 18, 1997 with
respect to the offering of the Class A Certificates, the Class M Certificates,
the Class B-1 Certificates and the Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 2.15833333%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.45%; and
(iii) the amount of OID allocable to the short first accrual period (February
27, 1997 to March 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.02285565%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.50% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of Class A-7 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, 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 February 27, 1997 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank of North Carolina, 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 Subclass
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.70% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of Class A-8 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, 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 February 27, 1997 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank of North Carolina, 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 Subclass
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.50% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-8 CERTIFICATES TO THE EXTENT
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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 ANY 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
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of Class A-9 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, 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 February 27, 1997 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), and First Union National Bank of North Carolina, 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 Subclass
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.50% 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class A-9 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED HEREIN)
PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of Class A-10 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 (the "Record Date"), in an amount equal
to the product of the Percentage Interest evidenced by this Certificate and the
Class A Subclass Distribution Amount for the Class A-10 Certificates for such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. Distributions of principal will be made to the Holders of the Class
A-10 Certificates as described below and in the Agreement. Prior to the first
Distribution Date following the first Distribution Date on which any principal
losses are allocated to the Class A-10 Certificateholders occurring on or after
the earliest to occur of (a) the Cross-Over Date, (b) the date on which Special
Hazard Losses exceed the Special Hazard Loss Amount, (c) the date on which Fraud
Losses exceed the Fraud Loss Amount and (d) the date on which Bankruptcy Losses
exceed the Bankruptcy Loss Amount, distributions in reduction of the principal
balance of this Certificate (including amounts paid in respect of such losses
under the Policy as defined below) will be made only in lots equal to $1,000
initial principal balance and in accordance with the priorities and procedures
set forth in Section 4.08 of the Agreement (i) at the request of Beneficial
Owners and (ii) by random lot. On and after such Distribution Date,
distributions in reduction of principal balance will be made as provided in the
Agreement. Distributions in reduction of the principal balance of certain
Subclasses of Class A Certificates may not commence on the first Distribution
Date specified above. Distributions of principal will be allocated among the
Subclasses 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 7.375% 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. Any Non-Supported Interest Shortfall allocated to the Class
A-10 Certificates will be covered, to the extent available, by funds in the
Reserve Fund, to the extent described in the Agreement and then by the Policy
described below.
The Class A-10 Certificates will be entitled to the benefits of a Financial
Guaranty Insurance Policy issued by Financial Security Assurance Inc. (the
"Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
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 TRUSTEE 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 1997-2 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of Class A-11 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.50% 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 Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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 1997-2 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of Class A-12 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-12 Certificates required to be distributed
to Holders of Class A-12 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 Subclasses of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 7.50% 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-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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-PO
Distribution Amount required to be distributed to Holders of 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. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, at an issue price of
64.50000% 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 250% SPA (as
defined in the Prospectus Supplement dated February 18, 1997 with respect to the
offering of the Class A Certificates, the Class M Certificates, the Class B-1
Certificates and the Class B-2 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 35.50000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.72%; and (iii) the
amount of OID allocable to the short first accrual period (February 27, 1997 to
March 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.38712727%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $500.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-R Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holders 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 Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses 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 7.50% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $500.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class A-LR 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holders of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class A Certificates
will not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Subclasses of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 7.50% 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-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT A-WIO
[FORM OF FACE OF CLASS A-WIO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2 CLASS A-WIO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of Class A-WIO 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Subclass
Distribution Amount for the Class A-WIO Certificates required to be distributed
to Holders of Class A-WIO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-WIO
Certificates will not be entitled to distributions in respect of principal.
Interest will accrue on the Class A-WIO Certificates during each month in an
amount equal to the product of (A) 1/12th of (i) the Weighted Average Net
Mortgage Interest Rate of the Premium Mortgage Loans on the first day of such
month minus (ii) 7.50% and (B) the Class A-WIO Notional Amount as of the related
Distribution Date. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class A-WIO Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, at an issue price of
1.47074% of the initial Class A-WIO Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming (a) that this Certificate pays in accordance with
projected cash flows reflecting the Prepayment Assumption of 250% SPA (as
defined in the Prospectus Supplement dated February 18, 1997 with respect to the
offering of the Class A Certificates, the Class M Certificates, the Class B-1
Certificates and the Class B-2 Certificates) used to price this Certificate and
(b) that the Pass-Through Rate hereon changes in accordance with the Prepayment
Assumption: (i) the amount of OID as a percentage of the initial Class A-WIO
Notional Amount is approximately 1.53911526%; (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 18.44%; and (iii) the
amount of OID allocable to the short first accrual period (February 27, 1997 to
March 25, 1997) as a percentage of the initial Class A-WIO Notional Amount,
calculated using the exact method, is approximately 0.02108842%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY AND THE CLASS M 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 ANY 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
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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, Financial Security and the Class M
Certificates as specified in the Agreement, any Class B-1 Distribution Amount
required to be distributed to Holders of Class B-1 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-1 Certificates applicable to
each Distribution Date will be 7.50% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-1 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, and based on its issue
price of 97.16667%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two 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
250% SPA (as defined in the Prospectus Supplement dated February 18, 1997 with
respect to the offering of the Class A Certificates, the Class M Certificates,
the Class B-1 Certificates and the Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 2.87500000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.91%; and
(iii) the amount of OID allocable to the short first accrual period (February
27, 1997 to March 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.01402531%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 ANY 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
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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, Financial Security, the Class M Certificates
and each Subclass 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 Class B-2 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-2 Certificates applicable to each Distribution
Date will be 7.50% 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. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, and based on its issue
price of 96.88542%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two 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
250% SPA (as defined in the Prospectus Supplement dated February 18, 1997 with
respect to the offering of the Class A Certificates, the Class M Certificates,
the Class B-1 Certificates and the Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 3.15625000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.95%; and
(iii) the amount of OID allocable to the short first accrual period (February
27, 1997 to March 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.01535869%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M CERTIFICATES, THE CLASS B-1
CERTIFICATES AND THE CLASS B-2 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 ANY 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
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS B-3
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-3 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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, Financial Security, the Class M Certificates
and each Subclass 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 Class B-3 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-3 Certificates applicable to each Distribution
Date will be 7.50% 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. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-3 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, and based on its issue
price of 85.66667%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two 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
250% SPA (as defined in the Prospectus Supplement dated February 18, 1997 with
respect to the offering of the Class A Certificates, the Class M Certificates,
the Class B-1 Certificates and the Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 14.37500000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 9.72%; and
(iii) the amount of OID allocable to the short first accrual period (February
27, 1997 to March 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.06439323%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 ANY 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
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate:
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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, Financial Security, the Class M Certificates
and each Subclass 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 Class B-4 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-4 Certificates applicable to each Distribution
Date will be 7.50% 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. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, and based on its issue
price of 67.29167%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two 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
250% SPA (as defined in the Prospectus Supplement dated February 18, 1997 with
respect to the offering of the Class A Certificates, the Class M Certificates,
the Class B-1 Certificates and the Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 32.75000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 13.53%;
and (iii) the amount of OID allocable to the short first accrual period
(February 27, 1997 to March 25, 1997) as a percentage of the initial principal
balance of this Certificate, calculated using the exact method, is approximately
0.12471524%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 ANY 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
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate:
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class B-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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, Financial Security, the Class M Certificates
and each Subclass 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 Class B-5 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class B-5 Certificates applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on February 27, 1997, and based on its issue
price of 34.54167%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two 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
250% SPA (as defined in the Prospectus Supplement dated February 18, 1997 with
respect to the offering of the Class A Certificates, the Class M Certificates,
the Class B-1 Certificates and the Class B-2 Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 65.50000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 27.20%;
and (iii) the amount of OID allocable to the short first accrual period
(February 27, 1997 to March 25, 1997) as a percentage of the initial principal
balance of this Certificate, calculated using the exact method, is approximately
0.14683045%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT C
[FORM OF FACE OF CLASS M CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND FINANCIAL SECURITY 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 SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS 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 ANY 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
OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-2, CLASS M
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 1997
CUSIP No.: First Distribution Date: March 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class M 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, 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 February 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, 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 Financial Security as specified in the
Agreement, any Class M Distribution Amount required to be distributed to Holders
of Class M Certificates on such Distribution Date, subject to adjustment, in
certain events, as specified in the Agreement. The pass-through rate on the
Class M Certificates applicable to each Distribution Date will be 7.50% 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 M Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class M Certificate will be made unless the Holder hereof
desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: February 27, 1997
First Union National Bank of North Carolina,
Trustee
By----------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1997-2 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-2
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such advances
are reimbursable to such Servicer, the Master Servicer or the Trustee to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class or Subclass of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trustee, duly endorsed by, or accompanied by
an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar, duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized Denominations evidencing
the same Class and Subclass 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 Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate Registrar,
and any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar, may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Seller, the Master Servicer,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trustee on the Final Distribution Date pursuant to the
Agreement following the earlier of (i) the payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class or Subclass, 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
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to -------------------------------------------------
for the account of ----------------------------- account number ---------------,
or, if mailed by check, to -----------------------------------------. Applicable
statements should be mailed to ------------------------------------------------.
This information is provided by --------------------, the assignee named
above, or ------------------------------, as its agent.
<PAGE>
EXHIBIT 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 OF NORTH CAROLINA, not individually, but solely as Trustee (including its
successors under the Pooling and Servicing Agreement defined below, the
"Trustee"), NORWEST ASSET SECURITIES CORPORATION (together with any successor in
interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together
with any successor in interest or successor under the Pooling and Servicing
Agreement referred to below, the "Master Servier") and -------------------------
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer and the Trustee have entered into
a Pooling and Servicing Agreement dated as of February 27, 1997 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1997-2 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Seller, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and
other documents relating to the Mortgage Loans identified on the schedule
attached hereto and declares that it holds and will hold such Mortgage Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee subsequent to the date hereof (the "Custodial Files") as agent for
the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the appropriate public office
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Custodian
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
230 South Tryon Street By:---------------------------------
Charlotte, North Carolina 28288 Name:-------------------------------
Title:------------------------------
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:---------------------------------
Name:-------------------------------
Title:------------------------------
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:---------------------------------
Name:-------------------------------
Title:------------------------------
Address: [CUSTODIAN]
By:---------------------------------
Name:-------------------------------
Title:------------------------------
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ----------, 19--, before me, a notary public in and for
the State of -------------, personally appeared ---------------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ---------- of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------------, known to me who,
being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ---------- of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of -------, 19--, before me, a notary public in and for
the State of ------------, personally appeared ---------- ---------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the -------------------- of First Union
National Bank of North Carolina, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said association.
------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of --------, 19--, before me, a notary public in and for
the State of ----------, personally appeared ---------- ----------, known to me
who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ----------------------- of
- ----------------------, a -------------------------, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1997-2 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----------------------------------------------------------------------------------------------------------------------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6992655 HONOLULU HI 96821 SFD 8.375 8.109 $3,800.36 360 1-Oct-26 $498,743.81
6992783 YONKERS NY 10710 PUD 8.750 8.484 $2,210.63 360 1-Sep-26 $280,179.77
6992980 COTTAGE GROVE MN 55016 SFD 8.250 7.984 $1,615.22 360 1-Oct-26 $214,146.89
6993007 SEATTLE WA 98125 SFD 8.250 7.984 $841.42 360 1-Oct-26 $111,711.36
6993140 PARK RAPIDS MN 56470 SFD 8.500 8.234 $2,168.34 360 1-Nov-26 $281,483.84
6993192 KAILUA HI 96734 SFD 8.125 7.859 $3,452.61 360 1-Oct-26 $463,770.90
6993200 HONOLULU HI 96821 SFD 8.250 7.984 $3,380.70 360 1-Oct-26 $448,840.31
6993265 TUCSON AZ 85718 SFD 8.375 8.109 $1,672.16 360 1-Nov-26 $219,586.90
6993301 EAGAN MN 55123 SFD 8.500 8.234 $2,191.40 360 1-Oct-26 $284,302.04
6993306 LONGMONT CO 80501 SFD 8.250 7.984 $2,999.81 360 1-Nov-26 $398,530.87
6993324 BROOKLYN NY 11217 SFD 8.500 8.234 $3,180.23 360 1-Nov-26 $412,842.97
6993339 MAPLE PLAIN MN 55359 SFD 8.125 7.859 $1,596.37 360 1-Oct-26 $214,431.70
6993341 ORONO MN 55359 SFD 8.375 8.109 $4,940.47 360 1-Oct-26 $640,779.40
6993393 LANDENBERG PA 19350 SFD 8.375 8.109 $2,356.22 360 1-Nov-26 $309,417.92
6993409 CLAYTON CA 94517 SFD 8.125 7.859 $2,145.82 360 1-Nov-26 $288,429.00
6993434 NEWPORT COAST CA 92657 SFD 8.000 7.734 $3,563.71 360 1-Oct-26 $484,321.86
6993441 BLAINE WA 98230 SFD 8.625 8.359 $1,835.58 360 1-Nov-26 $235,579.00
6993481 LEBANON TWP NJ 07830 SFD 8.500 8.234 $3,075.65 360 1-Oct-26 $399,020.39
6993483 BLOOMFIELD TWNSHP MI 48302 SFD 8.000 7.734 $5,319.79 360 1-Nov-26 $723,349.25
6993582 LITTLETON CO 80124 SFD 8.375 8.109 $1,900.18 360 1-Nov-26 $249,530.58
6993589 DEL MAR CA 92014 SFD 7.875 7.609 $3,625.35 360 1-Nov-26 $498,960.91
6993610 BOULDER CO 80302 SFD 8.000 7.734 $1,834.41 360 1-Nov-26 $249,493.41
6993616 HOUSTON TX 77024 SFD 8.375 8.109 $2,401.83 360 1-Nov-26 $315,406.65
6993617 DRESHER PA 19025 SFD 7.625 7.359 $2,831.17 360 1-Nov-26 $399,125.97
6993618 WYNNEWOOD PA 19096 SFD 8.250 7.984 $2,374.00 360 1-Nov-26 $315,391.33
6993643 CABIN JOHN MD 20818 SFD 7.750 7.484 $1,791.03 360 1-Dec-26 $249,645.96
6993650 HOUSTON TX 77057 SFD 8.000 7.734 $2,458.11 360 1-Nov-26 $334,321.16
6993651 HOUSTON TX 77005 SFD 8.000 7.734 $2,047.20 360 1-Nov-26 $278,434.65
6993652 SKILLMAN NJ 08558 PUD 8.250 7.984 $2,164.85 360 1-Oct-26 $287,417.38
6993659 MUKILTEO WA 98275 SFD 8.000 7.734 $2,289.35 360 1-Nov-26 $311,367.75
6993660 GIG HARBOR WA 98335 SFD 8.375 8.109 $3,101.09 360 1-Nov-26 $407,032.51
6993664 WASHINGTON DC 20015 SFD 8.250 7.984 $3,127.49 360 1-Nov-26 $415,494.15
6993673 DENVER CO 80209 SFD 8.375 8.109 $2,584.25 360 1-Nov-26 $339,361.57
6993677 HOUSTON TX 77024 SFD 8.250 7.984 $1,953.29 360 1-Dec-26 $259,667.28
6993679 GOLETA AREA CA 93117 SFD 8.500 8.234 $1,691.61 360 1-Nov-26 $219,597.33
6993680 GLENDALE CA 91207 SFD 8.750 8.484 $1,734.67 360 1-Nov-26 $220,116.65
6993687 MARTINEZ CA 94553 SFD 8.250 7.984 $1,641.14 360 1-Nov-26 $218,028.63
6993688 MAPLE VALLEY WA 98038 SFD 8.375 8.109 $1,778.57 360 1-Nov-26 $233,560.62
6993690 PALM BEACH GARDEN FL 33418 PUD 8.500 8.234 $1,980.72 360 1-Nov-26 $257,128.52
6993691 PROVO UT 84604 SFD 8.875 8.609 $2,538.11 360 1-Oct-26 $318,276.67
6993709 SAN JOSE CA 95138 PUD 7.750 7.484 $3,676.63 360 1-Nov-26 $512,106.33
6993712 SAN JOSE CA 95138 PUD 8.375 8.109 $2,472.13 360 1-Nov-26 $324,639.28
6993736 FRESNO CA 93720 PUD 8.250 7.984 $1,632.18 360 1-Nov-26 $216,699.03
6993743 CORONADO CA 92118 SFD 8.125 7.859 $2,375.99 360 1-Dec-26 $319,579.94
6993748 OAKLAND CA 94605 SFD 8.250 7.984 $1,647.53 360 1-Nov-26 $218,877.59
6993765 HIGHLAND VILLAGE TX 75067 SFD 8.250 7.984 $1,711.65 360 1-Dec-26 $227,543.44
6993767 UKIAH CA 95482 SFD 8.875 8.609 $2,182.80 360 1-Jun-26 $273,080.23
6993769 NEWPORT OR 97365 LCO 8.125 7.859 $2,060.13 360 1-Nov-26 $276,911.83
6993779 HASTINGS MN 55033 SFD 8.125 7.859 $1,893.37 360 1-Nov-26 $254,496.18
6993829 WOODBURY MN 55125 SFD 8.000 7.734 $1,614.28 360 1-Nov-26 $219,554.20
6993830 EDEN PRAIRIE MN 55346 SFD 8.125 7.859 $2,726.45 360 1-Dec-26 $366,717.97
6993842 RIEGELSVILLE PA 18077 SFD 8.750 8.484 $2,045.42 360 1-Nov-26 $259,547.95
6993847 MUNDS PARK AZ 86017 SFD 8.000 7.734 $733.76 360 1-Dec-26 $99,865.37
6993851 NEW CANAAN CT 06840 SFD 8.000 7.734 $8,364.40 240 1-Dec-16 $996,593.22
6993857 SAN FRANCISCO CA 94115 LCO 7.875 7.609 $2,900.28 360 1-Dec-26 $399,447.63
6993870 BOISE ID 83703 PUD 8.250 7.984 $1,689.60 360 1-Dec-26 $224,612.19
6993876 EDINA MN 55424 SFD 7.875 7.609 $2,646.50 360 1-Nov-26 $364,241.47
6993877 EDINA MN 55436 SFD 8.000 7.734 $3,815.58 360 1-Nov-26 $518,946.27
6993884 BOULDER CO 80303 SFD 8.375 8.109 $2,553.84 360 1-Nov-26 $335,369.09
6993887 CARBONDALE CO 81623 SFD 8.375 8.109 $2,797.07 360 1-Oct-26 $367,075.43
6993890 MARRIOTTSVILLE MD 21104 SFD 8.375 8.109 $1,846.98 360 1-Oct-26 $242,389.47
6993892 SAN DIEGO CA 92130 SFD 7.875 7.609 $2,697.26 360 1-Nov-26 $371,226.92
6993893 MT OLIVE TWP NJ 07828 SFD 7.625 7.359 $1,597.49 360 1-Nov-26 $225,206.82
6993895 SAN JOSE CA 95122 SFD 8.250 7.984 $1,692.23 360 1-Nov-26 $224,816.12
6993898 CARLSBAD CA 92008 PUD 8.125 7.859 $1,735.22 360 1-Dec-26 $233,393.21
6993899 ANAHEIM CA 92807 PUD 8.375 8.109 $1,854.58 360 1-Nov-26 $243,541.83
6993902 PARK CITY UT 84060 PUD 8.375 8.109 $1,966.69 360 1-Nov-26 $258,264.14
6993904 RAYBURN COUNTRY TX 75951 SFD 8.875 8.609 $1,797.36 360 1-Nov-26 $225,517.26
6993905 UNIVERSITY PARK TX 75205 SFD 8.250 7.984 $3,925.37 360 1-Dec-26 $521,831.35
6993907 LA CRESCENTA AREA CA 91214 SFD 8.250 7.984 $2,014.90 360 1-Nov-26 $267,683.40
6993908 ASHLAND OR 97520 SFD 8.500 8.234 $1,426.33 360 1-Dec-26 $185,274.46
6993909 WILLIAMS OR 97544 SFD 8.500 8.234 $4,036.80 360 1-Nov-26 $522,830.58
6993910 OREGON CITY OR 97045 SFD 8.875 8.609 $2,577.89 360 1-Nov-26 $323,451.04
6993911 SEAL ROCK OR 97376 SFD 8.250 7.984 $2,178.67 360 1-Dec-26 $289,628.89
6993912 PORTLAND OR 97202 SFD 9.000 8.734 $854.51 360 1-Nov-26 $105,973.64
6993913 LAKE OSWEGO OR 97034 SFD 8.500 8.234 $1,153.37 360 1-Dec-26 $149,817.62
6993915 PERRIS CA 92570 SFD 8.875 8.609 $1,861.81 360 1-Nov-26 $233,199.08
6993916 RANCHO SANTA FE CA 92067 SFD 8.000 7.734 $5,356.48 360 1-Nov-26 $728,520.74
6993920 PLACITAS NM 87043 PUD 8.750 8.484 $1,994.29 360 1-Oct-26 $252,910.17
6993921 GLENDORA AREA CA 91741 SFD 7.750 7.484 $1,669.96 360 1-Nov-26 $232,603.24
6993922 SAN DIEGO CA 92130 PUD 8.000 7.734 $3,550.69 360 1-Aug-26 $481,919.10
6993924 HUNTINGTON BEACH CA 92646 SFD 8.500 8.234 $2,085.68 360 1-Nov-26 $270,753.52
6993925 CASTRO VALLEY CA 94552 SFD 8.250 7.984 $2,191.07 360 1-Nov-26 $291,088.23
6993926 SAN JOSE CA 95138 PUD 7.750 7.484 $2,535.38 360 1-Nov-26 $353,145.82
6993932 ELKHORN NE 68022 SFD 8.500 8.234 $1,783.26 360 1-Dec-26 $231,638.02
6993935 FAIRFAX STATION VA 22039 PUD 7.875 7.609 $2,088.20 360 1-Nov-26 $287,401.49
6993939 PRIOR LAKE MN 55372 SFD 8.500 8.234 $2,024.16 360 1-Nov-26 $262,768.19
6993940 ST PAUL MN 55116 SFD 8.125 7.859 $2,153.24 360 1-Dec-26 $289,619.32
6993944 LONGWOOD FL 32750 SFD 8.125 7.859 $2,405.69 360 1-Nov-26 $323,357.52
6993948 PARK CITY UT 84098 SFD 8.250 7.984 $2,065.98 360 1-Nov-26 $274,369.63
6993950 LEAVENWORTH WA 98826 SFD 8.125 7.859 $1,615.67 360 1-Dec-26 $217,314.36
6993951 BELLAIRE TX 77401 SFD 8.000 7.734 $3,122.90 360 1-Nov-26 $424,737.57
6993953 MERCER ISLAND WA 98040 SFD 7.750 7.484 $4,298.47 360 1-Sep-26 $597,855.11
6993954 SHADY COVE OR 97539 SFD 8.500 8.234 $407.52 360 1-Nov-26 $52,903.01
6993959 RAMSEY NJ 07446 SFD 8.375 8.109 $2,143.40 360 1-Dec-26 $281,598.23
6993961 VIRGINIA BEACH VA 23455 PUD 8.625 8.359 $2,198.03 360 1-Oct-26 $281,925.40
6993963 PUEBLO CO 81001 SFD 8.625 8.359 $1,750.03 360 1-Nov-26 $224,598.60
6993968 PARADISE VALLEY AZ 85253 SFD 7.875 7.609 $3,045.29 360 1-Dec-26 $419,120.02
6993972 FALLBROOK CA 92028 SFD 8.625 8.359 $1,917.25 360 1-Nov-26 $246,060.26
6993973 ISSAQUAH WA 98029 SFD 8.125 7.859 $1,897.08 360 1-Dec-26 $255,163.68
6993975 CAMARILLO CA 93012 SFD 8.250 7.984 $2,614.03 360 1-Nov-26 $347,279.80
6993976 LAGUNA BEACH CA 92651 SFD 8.000 7.734 $2,127.92 360 1-Dec-26 $289,609.53
6993977 CORONADO CA 92118 SFD 8.125 7.859 $3,385.79 360 1-Dec-26 $455,287.19
6993978 CORONADO CA 92118 SFD 8.125 7.859 $2,227.49 360 1-Dec-26 $299,606.19
6993988 SEATTLE WA 98112 SFD 7.625 7.359 $2,477.28 360 1-Dec-26 $349,491.75
6993991 FRESNO CA 93720 SFD 8.375 8.109 $1,942.36 360 1-Dec-26 $255,231.23
6993992 LODI CA 95242 SFD 8.625 8.359 $1,739.22 360 1-Dec-26 $223,346.02
6993994 SAN DIEGO CA 92103 SFD 7.625 7.359 $3,850.40 360 1-Dec-26 $543,210.04
6994008 LONG LAKE MN 55356 SFD 8.125 7.859 $4,009.48 360 1-Nov-26 $538,933.12
6994009 ORONO MN 55356 SFD 8.250 7.984 $3,005.07 360 1-Nov-26 $399,229.52
6994014 DURNAGO CO 81301 SFD 8.000 7.734 $3,206.55 360 1-Dec-26 $436,411.61
6994015 CASTLE ROCK CO 80104 SFD 7.875 7.609 $2,639.86 360 1-Dec-26 $363,581.24
6994017 EVERGREEN CO 80439 SFD 7.875 7.609 $3,393.32 360 1-Dec-26 $467,353.75
6994018 PARKER CO 80134 SFD 7.500 7.234 $1,957.80 360 1-Dec-26 $279,583.10
6994019 BOULDER CO 80303 SFD 8.125 7.859 $1,734.84 360 1-Nov-26 $232,652.67
6994020 DENVER CO 80220 SFD 7.875 7.609 $2,175.21 360 1-Dec-26 $299,085.36
6994022 GOLDEN CO 80401 SFD 7.875 7.609 $3,231.84 240 1-Dec-16 $387,710.33
6994024 LA PALMA CA 90623 SFD 8.250 7.984 $1,616.73 360 1-Nov-26 $214,785.48
6994026 HARVARD MA 01451 SFD 7.750 7.484 $1,549.60 360 1-Dec-26 $215,993.69
6994027 SARATOGA CA 95070 SFD 8.125 7.859 $4,083.73 360 1-Nov-26 $548,913.36
6994028 CASTRO VALLEY CA 94552 PUD 7.875 7.609 $2,842.27 360 1-Dec-26 $391,458.69
6994029 KENNEWICK WA 99337 PUD 8.875 8.609 $1,740.08 360 1-Oct-26 $218,115.15
6994030 BAINBRIDGE ISLAND WA 98110 SFD 8.375 8.109 $3,275.91 360 1-Nov-26 $429,687.22
6994032 VALENCIA CA 91354 PUD 7.750 7.484 $1,760.94 360 1-Oct-26 $245,099.33
6994033 MORRISVILLE NC 27560 SFD 8.500 8.234 $1,830.78 360 1-Nov-26 $237,664.21
6994034 SAN JOSE CA 95138 PUD 8.000 7.734 $1,834.41 360 1-Sep-26 $249,150.03
6994035 WESTLAKE VILLAGE CA 91361 PUD 8.000 7.734 $4,769.47 360 1-Dec-26 $647,672.93
6994037 CHINO HILLS CA 91709 SFD 8.375 8.109 $2,054.48 360 1-Nov-26 $269,792.45
6994039 SAN DIEGO CA 92129 PUD 8.375 8.109 $1,979.99 360 1-Oct-26 $259,845.51
6994048 NEW BRAUNFELS TX 78130 SFD 8.125 7.859 $2,108.70 360 1-Oct-26 $283,249.30
6994049 ROSEVILLE MN 55113 SFD 8.000 7.734 $2,063.27 360 1-Nov-26 $280,620.21
6994050 MALVERN PA 19355 SFD 8.250 7.984 $1,855.63 360 1-Nov-26 $246,524.23
6994051 HENDERSON NV 89014 PUD 7.750 7.484 $2,417.54 360 1-Jan-26 $334,230.86
6994056 EDINA MN 55343 SFD 8.375 8.109 $1,693.06 360 1-Dec-26 $222,472.13
6994057 SNOWMASS CO 81654 SFD 8.000 7.734 $2,495.53 360 1-Dec-26 $339,642.08
6994058 RIDGEWOOD NJ 07450 SFD 7.500 7.234 $1,980.53 360 1-Dec-26 $282,645.57
6994060 PARSIPPANY NJ 07054 SFD 8.375 8.109 $2,014.19 360 1-Nov-26 $264,502.41
6994065 SCOTTSDALE AZ 85255 SFD 8.000 7.734 $2,676.77 360 1-Dec-26 $364,308.83
6994066 BELLEVUE WA 98008 SFD 7.750 7.484 $2,120.58 360 1-Nov-26 $292,762.34
6994071 SILVERTHORNE CO 80498 SFD 8.250 7.984 $2,065.98 360 1-Nov-26 $274,470.32
6994074 FARGO ND 58103 SFD 8.375 8.109 $2,736.26 360 1-Dec-26 $359,550.92
6994076 MORGAN HILL CA 95037 SFD 8.125 7.859 $2,472.52 360 1-Dec-26 $332,562.86
6994077 SAN FRANCISCO CA 94127 SFD 8.500 8.234 $3,149.47 360 1-Nov-26 $408,850.31
6994079 WARRENTON VA 20186 SFD 7.625 7.359 $1,797.80 360 1-Nov-26 $253,444.96
6994080 SAN DIEGO CA 92109 SFD 8.250 7.984 $2,313.90 360 1-Dec-26 $307,605.85
6994083 PORT WASHINGTON NY 11050 SFD 8.750 8.484 $2,762.89 360 1-Dec-26 $350,794.41
6994084 EDEN PRAIRIE MN 55347 SFD 8.375 8.109 $2,926.28 360 1-Dec-26 $384,519.73
6994085 VENETA OR 97487 SFD 8.125 7.859 $1,863.67 360 1-Dec-26 $250,670.51
6994088 HENDERSON NV 89014 SFD 8.000 7.734 $1,954.02 360 1-Dec-26 $265,941.43
6994092 MISSION VIEJO CA 92692 SFD 8.250 7.984 $2,237.65 360 1-Dec-26 $297,468.83
6994096 CANTON MA 02021 SFD 8.000 7.734 $2,054.54 360 1-Nov-26 $278,382.28
6994098 SCOTTSDALE AZ 85258 SFD 8.125 7.859 $3,712.49 360 1-Dec-26 $499,343.64
6994100 CORNVILLE AZ 86325 SFD 8.250 7.984 $1,803.04 360 1-Dec-26 $239,657.08
6994107 LAYTONVILLE CA 95454 SFD 8.625 8.359 $2,245.87 360 1-Dec-26 $288,407.82
6994108 WICHITA KS 67212 SFD 7.875 7.609 $1,761.92 360 1-Dec-26 $242,664.44
6994112 HOUSTON TX 77057 SFD 8.000 7.734 $4,035.71 360 1-Dec-26 $549,259.46
6994114 ASHLAND OR 97520 SFD 8.000 7.734 $1,931.27 360 1-Nov-26 $262,666.65
6994117 SCOTTSDALE AZ 85255 SFD 8.375 8.109 $3,040.29 360 1-Dec-26 $399,501.02
6994120 HONOLULU HI 96825 SFD 8.000 7.734 $3,668.82 360 1-Nov-26 $498,986.82
6994122 WESTON CT 06883 SFD 8.750 8.484 $2,336.50 360 1-Nov-26 $296,179.98
6994128 HENDERSON NV 89014 SFD 8.875 8.609 $637.31 360 1-Nov-26 $79,964.29
6994129 MANHATTAN BEACH CA 90266 SFD 7.875 7.609 $3,480.33 360 1-Dec-26 $478,257.91
6994130 PALM SPRINGS CA 92262 PUD 8.125 7.859 $1,928.38 360 1-Nov-26 $259,202.88
6994133 SAN DIEGO CA 92130 SFD 7.750 7.484 $1,624.11 360 1-Nov-26 $226,216.87
6994134 CAMARILLO CA 93012 SFD 8.500 8.234 $1,765.04 360 1-Nov-26 $229,129.85
6994138 DUNDEE OR 97115 SFD 7.875 7.609 $2,755.26 360 1-Dec-26 $379,475.26
6994141 MOULTONBOROUGH NH 03254 SFD 7.875 7.609 $2,900.28 360 1-Dec-26 $399,447.63
6994144 HONOLULU HI 96825 SFD 7.875 7.609 $2,537.74 360 1-Nov-26 $349,272.65
6994148 EDISON NJ 08820 SFD 8.625 8.359 $1,773.36 360 1-Dec-26 $227,729.81
6994149 MEMPHIS TN 38120 SFD 8.125 7.859 $1,781.99 360 1-Dec-26 $239,684.96
6994150 EL GRANADA CA 94018 SFD 8.250 7.984 $1,803.04 360 1-Dec-26 $239,692.87
6994151 BURNSVILLE MN 55337 SFD 8.250 7.984 $3,425.78 360 1-Nov-26 $454,539.50
6994152 EVANSTON IL 60201 SFD 7.875 7.609 $3,045.29 360 1-Dec-26 $419,420.02
6994155 SAUSALITO CA 94965 SFD 7.875 7.609 $4,263.41 360 1-Dec-26 $587,188.02
6994156 SHREVEPORT LA 71106 SFD 8.000 7.734 $1,849.09 360 1-Nov-26 $251,489.34
6994157 WALNUT CA 91789 SFD 8.375 8.109 $2,277.94 360 1-Nov-26 $299,137.25
6994158 EVERGREEN CO 80439 SFD 8.000 7.734 $3,301.94 360 1-Dec-26 $449,394.11
6994160 GREENWOOD VILLAGE CO 80111 SFD 7.750 7.484 $2,149.24 360 1-Dec-26 $299,575.15
6994162 BOULDER CO 80301 SFD 8.250 7.984 $3,380.70 360 1-Dec-26 $449,424.13
6994163 DENVER CO 80209 SFD 7.875 7.609 $1,740.17 360 1-Dec-26 $239,668.58
6994166 ALBUQUERQUE NM 87122 SFD 8.250 7.984 $1,717.40 360 1-Nov-26 $228,159.66
6994168 RENO NV 89509 SFD 8.375 8.109 $2,432.23 360 1-Oct-26 $319,071.87
6994170 ALPHARETTA GA 30202 SFD 7.875 7.609 $2,973.65 360 1-Dec-26 $409,553.67
6994171 ROSWELL GA 30075 PUD 8.625 8.359 $2,919.04 360 1-Dec-26 $374,855.27
6994175 BELLINGHAM WA 98225 SFD 7.375 7.109 $2,106.56 360 1-Dec-26 $304,534.41
6994176 CORTLANDT NY 10566 SFD 9.000 8.734 $2,293.18 360 1-Jul-26 $283,885.41
6994177 BRECKENRIDGE CO 80424 SFD 8.250 7.984 $3,455.83 360 1-Nov-26 $459,113.94
6994178 FRESNO CA 93720 PUD 8.375 8.109 $1,646.89 360 1-Oct-26 $216,131.65
6994180 CHULA VISTA CA 91915 SFD 7.750 7.484 $1,819.69 360 1-Dec-26 $253,640.30
6994182 BRANCHBURG NJ 07076 SFD 8.125 7.859 $1,714.05 360 1-Dec-26 $230,546.97
6994183 PENFIELD NY 14526 SFD 8.750 8.484 $1,866.92 360 1-Dec-26 $237,035.94
6994187 ENGLEWOOD CO 80111 SFD 8.000 7.734 $1,907.79 360 1-Dec-26 $259,649.92
6994190 MILLSTONE TWP NJ 08691 SFD 8.125 7.859 $2,227.49 360 1-Dec-26 $299,606.19
6994192 FREMONT CA 94555 LCO 8.000 7.734 $1,713.78 360 1-Dec-26 $233,245.53
6994194 PLANO TX 75093 SFD 7.875 7.609 $1,740.17 360 1-Jan-27 $239,834.83
6994200 SAN DIEGO CA 92121 SFD 7.875 7.609 $2,174.48 360 1-Nov-26 $299,276.77
6994206 SNOHOMISH WA 98290 SFD 8.000 7.734 $2,179.28 360 1-Dec-26 $296,600.11
6994207 POINT PLEASANT NJ 08742 SFD 8.250 7.984 $1,766.42 360 1-Dec-26 $234,522.15
6994209 FAIRVIEW PA 16415 SFD 7.875 7.609 $2,088.20 360 1-Dec-26 $287,602.30
6994210 SAN JOSE CA 95124 SFD 8.125 7.859 $2,168.09 360 1-Dec-26 $291,616.69
6994213 DENVER CO 80206 SFD 8.125 7.859 $3,088.79 360 1-Dec-26 $415,453.91
6994214 DENVER CO 80206 SFD 8.000 7.734 $5,870.12 360 1-Dec-26 $798,922.85
6994217 PENN VALLEY PA 19096 SFD 8.000 7.734 $2,245.32 360 1-Dec-26 $305,587.99
6994220 CHANHASSEN MN 55317 SFD 8.250 7.984 $2,034.05 360 1-Dec-26 $270,403.53
6994221 LAKEVILLE MN 55044 SFD 8.000 7.734 $1,730.22 360 1-Dec-26 $235,482.51
6994223 NEWARK DE 19711 SFD 8.125 7.859 $2,190.37 360 1-Dec-26 $294,612.75
6994224 ROLLING HILLS ESTS CA 90274 SFD 8.250 7.984 $2,328.93 360 1-Dec-26 $309,603.28
6994225 LA VERNE CA 91750 SFD 8.250 7.984 $1,682.84 360 1-Dec-26 $223,713.34
6994226 DUBLIN CA 94568 SFD 8.125 7.859 $2,071.57 360 1-Dec-26 $278,633.75
6994228 PORTLAND OR 97212 SFD 8.625 8.359 $1,765.58 360 1-Sep-26 $226,320.21
6994232 EL DORADO HILLS CA 95762 PUD 8.125 7.859 $1,798.70 360 1-Oct-26 $241,609.66
6994233 CERRITOS CA 90703 PUD 8.500 8.234 $2,313.66 360 1-Nov-26 $300,349.25
6994235 LA CRESCENTA AREA CA 91214 SFD 8.125 7.859 $2,292.83 360 1-Nov-26 $308,189.90
6994236 SAN DIEGO CA 92129 PUD 8.250 7.984 $1,853.37 360 1-Dec-26 $246,384.30
6994238 FAIRFAX STATION VA 22039 SFD 7.875 7.609 $3,230.91 360 1-Dec-26 $444,984.67
6994239 ARLINGTON VA 22207 SFD 7.625 7.359 $1,652.34 360 1-Dec-26 $233,111.01
6994241 ALLENDALE NJ 07401 LCO 8.250 7.984 $2,102.95 360 1-Dec-26 $279,561.77
6994242 DES MOINES IA 50321 SFD 8.125 7.859 $1,722.59 360 1-Nov-26 $231,539.11
6994245 NORTON MA 02766 SFD 8.875 8.609 $2,784.76 360 1-Sep-26 $349,004.29
6994250 SHARON MA 02067 SFD 8.000 7.734 $2,033.90 360 1-Dec-26 $276,813.78
6994258 BARRINGTON HILLS IL 60010 SFD 8.250 7.984 $7,512.67 360 1-Dec-26 $998,720.28
6994260 FREMONT CA 94536 SFD 7.625 7.359 $1,607.05 360 1-Dec-26 $226,675.92
6994262 MENTOR OH 44060 SFD 7.875 7.609 $1,802.70 360 1-Dec-26 $248,281.68
6994263 DANVILLE CA 94526 SFD 8.000 7.734 $2,131.59 360 1-Dec-26 $290,108.86
6994268 WALLINGFORD CT 06492 SFD 7.750 7.484 $1,791.03 360 1-Nov-26 $248,242.60
6994269 COLLIERVILLE TN 38017 SFD 8.500 8.234 $2,368.25 360 1-Nov-26 $307,436.27
6994270 VERNON HILLS IL 60061 SFD 7.875 7.609 $1,703.91 360 1-Dec-26 $234,675.50
6994271 PARK CITY UT 84098 SFD 8.375 8.109 $1,140.11 360 1-Dec-26 $149,812.88
6994272 SNOHOMISH WA 98290 SFD 8.250 7.984 $1,819.94 360 1-Dec-26 $241,940.00
6994275 SAN LUIS OBISPO CA 93401 SFD 8.250 7.984 $2,028.42 360 1-Dec-26 $269,654.48
6994277 CAMPBELL CA 95008 PUD 7.875 7.609 $2,049.05 360 1-Dec-26 $282,209.75
6994279 BIG BEAR LAKE CA 92315 SFD 8.875 8.609 $2,068.68 360 1-Jun-26 $258,803.28
6994280 CAMARILLO CA 93012 SFD 7.875 7.609 $1,633.22 360 1-Dec-26 $224,938.95
6994291 MINNETONKA MN 55305 SFD 8.000 7.734 $3,925.64 360 1-Dec-26 $534,204.81
6994293 STATE COLLEGE PA 16801 SFD 8.500 8.234 $1,876.53 360 1-Dec-26 $243,753.27
6994297 BETHEDSA MD 20814 SFD 7.375 7.109 $2,320.67 360 1-Dec-26 $335,487.09
6994300 WAYLAND MA 01778 SFD 8.000 7.734 $2,465.45 360 1-Nov-26 $335,319.13
6994302 KENNETT SQUARE PA 19348 SFD 8.875 8.609 $2,931.95 360 1-Oct-26 $367,664.45
6994310 ST CHARLES IL 60175 SFD 8.250 7.984 $2,644.46 360 1-Dec-26 $351,549.54
6994316 NIWOT CO 80503 SFD 7.875 7.609 $2,378.23 360 1-Jan-27 $327,774.27
6994318 WESTERVILLE OH 43082 SFD 7.750 7.484 $2,399.98 360 1-Dec-26 $334,525.59
6994319 SHERBORN MA 01770 SFD 7.750 7.484 $2,120.58 360 1-Dec-26 $294,910.93
6994326 PORTLAND OR 97212 SFD 9.125 8.859 $691.59 360 1-Sep-26 $83,204.67
6994328 ALAMEDA CA 94502 SFD 8.000 7.734 $2,231.38 360 1-Dec-26 $303,690.54
6994329 GRESHAM OR 97030 PUD 7.750 7.484 $2,132.40 360 1-Jan-27 $297,439.92
6994330 SAN DIEGO CA 92131 SFD 7.875 7.609 $1,912.01 360 1-Dec-26 $263,335.85
6994337 VIENNA VA 22182 SFD 7.750 7.484 $2,722.37 360 1-Dec-26 $379,461.86
6994339 BLANCHARD LA 71009 SFD 8.000 7.734 $1,577.59 360 1-Dec-26 $214,709.94
6994340 MCLEAN VA 22102 SFD 7.125 6.859 $1,466.01 360 1-Jan-27 $217,425.99
6994341 LUTHERVILLE MD 21093 SFD 7.500 7.234 $1,898.37 360 1-Jan-27 $271,298.51
6994342 EDEN PRAIRIE MN 55346 SFD 8.125 7.859 $2,402.35 360 1-Dec-26 $323,125.27
6994346 MAPLEWOOD NJ 07040 SFD 7.625 7.359 $2,066.76 360 1-Dec-26 $291,575.97
6994350 PINETOP AZ 85935 SFD 8.125 7.859 $1,760.09 360 1-Jan-27 $236,894.94
6994354 FRANKLIN MA 02038 SFD 8.000 7.734 $1,871.10 360 1-Dec-26 $254,656.66
6994355 ENCINITAS CA 92024 SFD 7.750 7.484 $2,292.52 360 1-Dec-26 $319,546.84
6994357 SAN DIMAS CA 91773 SFD 8.250 7.984 $1,793.53 360 1-Dec-26 $238,428.49
6994360 NAPERVILLE IL 60564 PUD 7.875 7.609 $2,225.96 360 1-Jan-27 $306,788.73
6994364 BLOOMFIELD CT 06002 SFD 8.750 8.484 $1,905.78 360 1-Dec-26 $241,726.10
6994365 SOUTH STRAFFORD VT 05072 SFD 7.875 7.609 $1,959.14 360 1-Dec-26 $267,231.76
6994368 ROCKVILLE MD 20855 SFD 8.125 7.859 $2,078.99 360 1-Nov-26 $279,446.79
6994371 ORLANDO FL 32803 SFD 8.500 8.234 $1,882.30 360 1-Nov-26 $243,546.97
6994374 CASTLE ROCK CO 80104 SFD 8.125 7.859 $3,712.49 360 1-Dec-26 $499,343.64
6994377 HOLMDEL NJ 07733 SFD 7.750 7.484 $2,192.22 360 1-Dec-26 $305,566.67
6994380 WHITE PLAINS NY 10603 SFD 8.500 8.234 $1,914.59 360 1-Dec-26 $248,697.25
6994381 WHITE PLAINS NY 10607 SFD 8.375 8.109 $1,693.25 360 1-Jan-27 $222,636.53
6994387 HILLSBOROUGH NJ 08876 SFD 7.625 7.359 $1,557.15 360 1-Nov-26 $219,519.26
6994389 MUNSTER IN 46321 SFD 8.250 7.984 $2,834.15 360 1-Dec-26 $376,767.23
6994392 HERNDON VA 20171 SFD 7.750 7.484 $2,385.65 360 1-Dec-26 $332,408.38
6994393 EASTON MD 21601 SFD 8.000 7.734 $1,707.84 360 1-Dec-26 $232,436.62
6994396 NEEDHAM MA 02192 SFD 7.375 7.109 $2,762.70 360 1-Dec-26 $399,389.39
6994399 CINCINNATI OH 45226 SFD 7.875 7.609 $1,841.68 360 1-Jan-27 $253,825.20
6994400 GLENBROOK NV 89413 SFD 7.875 7.609 $3,534.71 360 1-Dec-26 $486,826.81
6994401 EDINA MN 55435 PUD 8.250 7.984 $2,157.64 360 1-Dec-26 $286,832.46
6994403 GERMANTOWN MD 20876 SFD 8.250 7.984 $1,784.26 360 1-Dec-26 $237,190.01
6994404 ODESSA FL 33556 SFD 8.250 7.984 $2,434.10 360 1-Dec-26 $323,585.38
6994405 WOODSBORO MD 21798 SFD 8.250 7.984 $2,141.11 360 1-Dec-26 $284,635.29
6994409 MONTCLAIR NJ 07042 SFD 8.375 8.109 $2,166.21 360 1-Dec-26 $284,644.47
6994417 BENICIA CA 94510 SFD 8.000 7.734 $1,908.52 360 1-Dec-26 $259,749.80
6994418 BRANT BEACH NJ 08006 SFD 8.375 8.109 $1,824.17 360 1-Dec-26 $239,700.62
6994419 HOUSTON TX 77024 SFD 7.875 7.609 $2,138.95 360 1-Jan-27 $294,796.99
6994421 BERKELEY CA 94708 SFD 8.250 7.984 $2,223.75 360 1-Dec-26 $295,121.20
6994423 TEGA CAY SC 29715 SFD 7.625 7.359 $1,557.15 360 1-Jan-27 $219,840.77
6994425 HIGHLANDS RANCH CO 80126 SFD 7.875 7.609 $2,019.27 360 1-Jan-27 $278,121.65
6994428 KIRKLAND WA 98033 SFD 7.875 7.609 $1,769.17 360 1-Jan-27 $243,832.08
6994430 ARMONK NY 10304 SFD 8.875 8.609 $2,784.76 360 1-Jun-26 $348,389.01
6994432 THOUSAND OAKS CA 91320 SFD 7.875 7.609 $2,828.86 360 1-Dec-26 $389,611.24
6994433 LA JOLLA CA 92037 SFD 8.000 7.734 $2,935.06 360 1-Dec-26 $399,461.43
6994434 LAGUNA NIGUEL CA 92677 SFD 8.125 7.859 $2,137.65 360 1-Dec-26 $287,522.07
6994435 SAN DIEGO CA 92131 SFD 8.125 7.859 $2,667.05 360 1-Nov-26 $358,490.31
6994437 CAMARILLO CA 93012 SFD 8.375 8.109 $2,079.18 360 1-Dec-26 $273,208.75
6994441 STEAMBOAT SPRINGS CO 80477 SFD 7.500 7.234 $1,538.27 360 1-Jan-27 $219,836.73
6994443 GLEN RIDGE NJ 07028 SFD 8.125 7.859 $1,707.74 360 1-Jan-27 $229,849.55
6994445 RESTON VA 22094 SFD 7.875 7.609 $1,639.38 360 1-Dec-26 $225,472.48
6994446 CORPUS CHRISTI TX 78418 SFD 8.125 7.859 $1,900.79 360 1-Dec-26 $255,663.95
6994448 BENTON LA 71006 SFD 7.875 7.609 $2,000.10 360 1-Dec-26 $275,469.09
6994449 CASTLE ROCK CO 80104 SFD 8.000 7.734 $3,375.32 360 1-Dec-26 $458,780.64
6994451 ASPEN CO 81611 SFD 7.875 7.609 $2,501.49 360 1-Dec-26 $344,523.58
6994456 LAKEWOOD CO 80228 SFD 8.125 7.859 $2,474.00 360 1-Dec-26 $332,762.61
6994458 HILLSBORO OR 97124 SFD 8.250 7.984 $1,788.01 360 1-Sep-26 $237,230.70
6994459 REDMOND WA 98053 SFD 8.750 8.484 $1,774.80 360 1-Oct-26 $225,054.65
6994460 TIGARD OR 97223 SFD 8.125 7.859 $1,855.50 360 1-Dec-26 $249,571.95
6994461 WEST LINN OR 97068 SFD 8.000 7.734 $1,672.98 360 1-Dec-26 $225,679.69
6994462 GRESHAM OR 97030 SFD 8.625 8.359 $925.57 360 1-Dec-26 $118,812.36
6994463 SAN DIEGO CA 92130 PUD 8.500 8.234 $3,086.80 360 1-Sep-26 $400,216.67
6994465 HILTON HEAD ISLAND SC 29928 PUD 8.625 8.359 $388.89 360 1-Dec-26 $49,940.76
6994467 ANAHEIM CA 92808 PUD 7.875 7.609 $2,820.16 360 1-Oct-26 $387,868.71
6994469 EL DORADO HILLS CA 95762 PUD 8.375 8.109 $1,718.14 360 1-Oct-26 $224,963.73
6994470 SAN DIEGO CA 92129 PUD 8.125 7.859 $1,458.26 360 1-Nov-26 $196,011.98
6994471 WASHINGTON DC 20011 SFD 8.000 7.734 $2,476.46 360 1-Dec-26 $337,045.57
6994472 VIRGINIA BEACH VA 23455 SFD 8.125 7.859 $2,221.92 360 1-Dec-26 $298,857.18
6994473 EDEN PRAIRIE MN 55347 SFD 8.250 7.984 $2,216.24 360 1-Dec-26 $294,622.48
6994474 BOUNTIFUL UT 84010 SFD 8.250 7.984 $1,878.17 360 1-Dec-26 $249,680.06
6994477 GLENDORA CA 91741 SFD 8.125 7.859 $3,860.99 360 1-Dec-26 $519,317.38
6994481 SEA GIRT NJ 08750 SFD 8.000 7.734 $953.89 360 1-Jan-27 $129,912.78
6994488 KATONAH NY 10536 SFD 7.750 7.484 $1,805.36 360 1-Jan-27 $251,627.50
6994489 CARMICHAEL CA 95608 SFD 8.125 7.859 $4,441.11 360 1-Jan-27 $597,739.74
6994490 CAMARILLO CA 93012 SFD 7.875 7.609 $2,900.28 360 1-Jan-27 $399,724.72
6994491 EDWARDS CO 81632 SFD 8.000 7.734 $2,146.26 360 1-Nov-26 $291,010.55
6994495 SANTA FE NM 87505 SFD 7.750 7.484 $1,984.46 360 1-Dec-26 $276,607.74
6994496 OMAHA NE 68164 SFD 8.250 7.984 $2,313.90 360 1-Jan-27 $307,803.60
6994499 WAUKEE IA 50263 SFD 7.875 7.609 $2,900.28 360 1-Jan-27 $399,724.72
6994501 HENDERSON NV 89011 SFD 8.000 7.734 $1,816.07 360 1-Jan-27 $247,333.93
6994504 MURFREESBORO TN 37129 SFD 8.000 7.734 $2,274.67 360 1-Dec-26 $309,582.61
6994506 TEANECK NJ 07666 SFD 8.500 8.234 $861.18 360 1-Jan-27 $111,932.15
6994510 WOODINVILLE WA 98072 SFD 7.750 7.484 $1,665.66 360 1-Dec-26 $232,170.74
6994511 PONTE VEDRA FL 32082 SFD 8.250 7.984 $3,017.39 360 1-Jan-27 $400,735.94
6994517 ROSS CA 94957 SFD 8.250 7.984 $7,512.67 360 1-Dec-26 $998,720.28
6994519 OCEANSIDE CA 92056 SFD 8.500 8.234 $1,855.39 360 1-Dec-26 $241,006.60
6994520 WINNEMUCCA NV 89445 SFD 8.875 8.609 $1,747.24 360 1-Jul-26 $218,718.82
6994523 KENNEBUNKPORT ME 04046 SFD 8.250 7.984 $3,869.02 360 1-Dec-26 $514,340.96
6994531 WOODLAND PARK CO 80863 SFD 8.375 8.109 $2,097.80 360 1-Dec-26 $275,655.70
6994535 SHARON MA 02067 SFD 8.000 7.734 $1,965.76 360 1-Dec-26 $267,539.28
6994536 PLYMOUTH MN 55442 SFD 8.500 8.234 $2,067.22 360 1-Nov-26 $268,357.93
6994540 MOUNTAIN LAKES NJ 07046 SFD 8.500 8.234 $2,460.52 360 1-Dec-26 $319,610.92
6994541 DANVILLE CA 94506 SFD 8.125 7.859 $1,988.04 360 1-Dec-26 $267,398.51
6994544 ANDOVER MA 01810 SFD 8.250 7.984 $1,808.45 360 1-Dec-26 $238,332.89
6994546 SAN MARINO CA 91108 SFD 7.875 7.609 $7,250.69 360 1-Dec-26 $998,619.10
6994547 COLORADO SPRINGS CO 80919 SFD 7.750 7.484 $1,781.00 360 1-Jan-27 $248,424.54
6994556 GREAT FALLS VA 22066 SFD 8.125 7.859 $1,893.37 360 1-Dec-26 $254,665.25
6994557 ALEXANDRIA VA 22314 PUD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,696.21
6994558 BURKE VA 22015 SFD 7.500 7.234 $1,887.88 360 1-Jan-27 $269,799.62
6994559 SACRAMENTO CA 95818 SFD 7.750 7.484 $2,586.25 360 1-Jan-27 $360,745.21
6994560 MILFORD NJ 08848 SFD 8.125 7.859 $2,249.77 360 1-Jan-27 $302,801.79
6994561 SCHAUMBURG IL 60173 SFD 8.125 7.859 $2,776.80 360 1-Dec-26 $373,490.07
6994562 JAMUL CA 91935 SFD 8.375 8.109 $1,884.98 360 1-Dec-26 $247,690.63
6994563 ALBUQUERQUE NM 87107 SFD 8.500 8.234 $1,860.77 360 1-Oct-26 $241,407.33
6994564 REHOBETH BEACH DE 19971 PUD 8.500 8.234 $2,491.28 360 1-Nov-26 $323,406.98
6994569 FORT COLLINS CO 80526 SFD 8.000 7.734 $1,783.05 360 1-Dec-26 $242,171.15
6994582 HERNDON VA 22070 SFD 7.375 7.109 $1,728.76 360 1-Jan-27 $250,109.54
6994584 MINNEAPOLIS MN 55403 SFD 7.625 7.359 $2,015.09 360 1-Jan-27 $284,493.94
6994588 SALT LAKE CITY UT 84117 SFD 7.875 7.609 $2,407.23 360 1-Jan-27 $331,771.52
6994595 BERNARDS TWP NJ 07920 SFD 7.750 7.484 $1,791.03 360 1-Jan-27 $249,823.55
6994599 ARCADIA CA 91007 SFD 7.875 7.609 $2,283.97 360 1-Jan-27 $314,783.22
6994607 SALT LAKE CITY UT 84121 SFD 8.000 7.734 $3,334.96 360 1-Jan-27 $454,195.04
6994608 LA MIRADA CA 90638 PUD 8.375 8.109 $1,869.40 360 1-Nov-26 $245,488.17
6994609 ALAMEDA CA 94502 PUD 8.375 8.109 $1,925.64 360 1-Oct-26 $252,713.50
6994610 BOULDER CO 80303 SFD 8.125 7.859 $2,346.29 360 1-Dec-26 $315,585.18
6994614 CHAPEL HILL NC 27515 SFD 7.750 7.484 $2,292.52 360 1-Dec-26 $319,546.84
6994620 TAKOMA PARK MD 20912 SFD 7.625 7.359 $1,613.77 360 1-Jan-27 $227,834.98
6994623 ISSAQUAH WA 98029 SFD 7.750 7.484 $1,802.13 360 1-Jan-27 $251,372.46
6994627 GLENWOOD SPRINGS CO 81601 PUD 9.000 8.734 $3,125.56 360 1-Jul-26 $386,930.87
6994638 BRYN MAWR PA 19010 SFD 7.375 7.109 $3,177.11 360 1-Jan-27 $459,649.97
6994639 RUMSON NJ 07760 SFD 7.875 7.609 $3,393.32 360 1-Dec-26 $467,353.75
6994640 SCOTTSDALE AZ 85254 SFD 8.125 7.859 $2,196.32 360 1-Dec-26 $295,413.71
6994641 RICHMOND VA 23236 SFD 8.250 7.984 $2,163.65 360 1-Dec-26 $287,631.44
6994642 FORT LAUDERDALE FL 33301 SFD 8.375 8.109 $1,672.16 360 1-Nov-26 $219,586.90
6994643 MINNETONKA MN 55305 SFD 7.500 7.234 $2,473.12 360 1-Dec-26 $352,658.91
6994644 SIOUX FALLS SD 57108 SFD 7.250 6.984 $1,671.33 360 1-Dec-26 $244,616.60
6994649 CASTRO VALLEY CA 94546 SFD 7.875 7.609 $1,740.17 360 1-Dec-26 $239,668.58
6994651 OCEANSIDE CA 92057 SFD 7.750 7.484 $1,792.82 360 1-Dec-26 $249,895.62
6994653 SUNSET BEACH CA 90742 SFD 7.875 7.609 $1,841.68 360 1-Jan-27 $253,825.20
6994658 EDEN PRAIRIE MN 55344 SFD 7.875 7.609 $2,761.06 360 1-Dec-26 $380,072.85
6994663 GERMANTOWN MD 20874 SFD 7.875 7.609 $1,861.62 360 1-Dec-26 $256,011.41
6994664 EUGENE OR 97405 SFD 7.875 7.609 $1,595.15 360 1-Jan-27 $219,848.60
6994665 ST LOUIS PARK MN 55416 SFD 7.875 7.609 $1,792.37 360 1-Jan-27 $247,029.88
6994667 GRAND JUNCTION CO 81506 PUD 8.000 7.734 $1,614.28 360 1-Jan-27 $219,852.39
6994671 WASHINGTON DC 20016 SFD 7.250 6.984 $1,500.76 360 1-Jan-27 $219,824.38
6994674 ANACORTES WA 98221 SFD 8.000 7.734 $1,721.39 240 1-Dec-16 $205,098.89
6994677 UPPER MONTCLAIR NJ 07043 SFD 8.125 7.859 $2,171.80 360 1-Jan-27 $292,308.67
6994678 LAKESIDE CA 92040 SFD 8.000 7.734 $1,655.37 360 1-Dec-26 $225,296.25
6994687 SIOUX FALLS SD 57110 SFD 7.875 7.609 $2,769.04 360 1-Jan-27 $381,637.18
6994690 NORTH REDINGTON B FL 33708 SFD 8.375 8.109 $2,280.22 360 1-May-26 $298,274.15
6994691 WALNUT CREEK CA 94598 SFD 8.250 7.984 $2,328.93 360 1-Oct-26 $309,201.08
6994692 SANTA MARIA CA 93455 PUD 8.000 7.734 $1,717.01 360 1-Jan-27 $233,842.99
6994694 PARKER CO 80134 SFD 7.875 7.609 $1,896.78 360 1-Jan-27 $261,419.97
6994696 SAN DIMAS CA 91773 SFD 8.125 7.859 $2,381.93 360 1-Dec-26 $319,375.50
6994697 MANSFIELD TOWNSHIP NJ 08022 SFD 8.375 8.109 $2,189.01 360 1-Apr-26 $282,623.22
6994698 (VALENCIA AREA) CA 91354 PUD 7.375 7.109 $2,528.56 360 1-Feb-26 $362,641.81
6994699 (FOOTHILL RANCH A CA 92610 PUD 8.625 8.359 $2,333.37 360 1-May-26 $298,359.30
6994700 (VALENCIA AREA) CA 91354 PUD 8.125 7.859 $1,959.45 360 1-May-26 $262,303.60
6994701 SAN JOSE CA 95138 PUD 8.125 7.859 $2,721.25 360 1-Nov-26 $365,212.70
6994702 SIMI VALLEY CA 93065 PUD 8.750 8.484 $1,856.53 360 1-Oct-26 $235,440.95
6994703 VALENCIA AREA CA 91354 PUD 8.250 7.984 $1,726.71 360 1-Nov-26 $229,397.29
6994704 ARVADA CO 80007 SFD 8.375 8.109 $2,371.43 360 1-Nov-26 $310,410.14
6994710 SOUTHLAKE TX 76092 PUD 8.250 7.984 $2,118.57 360 1-Apr-26 $280,145.13
6994713 FORT WAYNE IN 46804 SFD 7.875 7.609 $2,450.73 360 1-Dec-26 $337,533.27
6994714 FORT WAYNE IN 46804 SFD 8.250 7.984 $1,712.89 360 1-Dec-26 $227,708.22
6994717 RIDGEWOOD NJ 07450 SFD 8.250 7.984 $2,073.50 360 1-Jan-27 $275,824.00
6994718 WAUKEE IA 50263 SFD 7.750 7.484 $1,862.67 360 1-Jan-27 $259,816.50
6994719 WOODBURY MN 55125 SFD 7.500 7.234 $2,097.64 360 1-Jan-27 $299,777.36
6994720 PORTLAND OR 97212 SFD 7.750 7.484 $1,576.11 360 1-Dec-26 $219,688.44
6994721 HENDERSON NV 89014 PUD 8.375 8.109 $2,233.86 360 1-May-26 $291,990.15
6994722 HENDERSON NV 89014 PUD 8.375 8.109 $2,045.74 360 1-Apr-26 $267,423.50
6994723 HENDERSON NV 89012 SFD 8.750 8.484 $2,205.51 360 1-Nov-26 $279,862.59
6994727 CLIFTON CO 81520 SFD 8.500 8.234 $1,691.61 360 1-Dec-26 $219,722.53
6994729 CHANHASSEN MN 55317 SFD 7.875 7.609 $1,711.16 360 1-Jan-27 $235,837.59
6994731 BETHESDA MD 20816 SFD 7.500 7.234 $1,848.02 360 1-Jan-27 $263,403.86
6994732 KATY TX 77450 SFD 7.625 7.359 $1,557.15 360 1-Dec-26 $218,674.17
6994735 SANTA MARIA CA 93455 SFD 7.875 7.609 $2,091.46 360 1-Jan-27 $288,251.49
6994738 ALPHARETTA GA 30202 SFD 7.750 7.484 $2,256.20 360 1-Jan-27 $314,707.72
6994739 DUNWOODY GA 30350 SFD 7.750 7.484 $1,676.40 360 1-Jan-27 $233,834.85
6994740 CLARKSVILLE MD 21029 SFD 7.625 7.359 $3,108.63 360 1-Dec-26 $438,562.22
6994745 MOORPARK CA 93021 PUD 9.000 8.734 $1,979.37 360 1-Jun-26 $244,896.38
6994747 SPARTANBURG SC 29302 SFD 7.625 7.359 $1,875.65 360 1-Dec-26 $264,615.19
6994748 DURANGO CO 81301 SFD 7.250 6.984 $1,480.32 360 1-Dec-26 $216,660.42
6994750 MORRISON CO 80465 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,696.21
6994757 SAN JOSE CA 95120 SFD 7.500 7.234 $1,748.04 360 1-Jan-27 $249,814.46
6994758 COLORADO SPRINGS CO 80926 SFD 7.875 7.609 $1,566.15 360 1-Dec-26 $215,701.72
6994759 SANTA CLARITA CA 91355 PUD 8.500 8.234 $2,031.47 360 1-Nov-26 $263,716.43
6994760 SAN DIEGO CA 92128 SFD 7.375 7.109 $1,816.82 360 1-Jan-27 $262,849.84
6994761 BREA CA 92821 SFD 8.000 7.734 $1,688.94 360 1-Jan-27 $230,020.56
6994762 SANTA CLARA CA 95051 SFD 7.625 7.359 $1,627.93 360 1-Jan-27 $229,833.53
6994763 LAKE FOREST CA 92630 SFD 8.250 7.984 $1,712.89 360 1-Jun-26 $226,808.50
6994764 SAN DIEGO CA 92131 PUD 7.250 6.984 $2,335.16 360 1-Mar-26 $339,282.23
6994765 MISSION VIEJO CA 92692 PUD 8.125 7.859 $2,104.61 360 1-Nov-26 $282,889.97
6994767 DULUTH GA 30136 SFD 7.750 7.484 $1,576.11 360 1-Dec-26 $219,688.44
6994768 BOISE ID 83703 SFD 8.000 7.734 $2,494.80 360 1-Jan-27 $339,771.87
6994770 LONG VALLEY NJ 07853 SFD 8.125 7.859 $1,633.49 360 1-Dec-26 $219,711.21
6994772 CLOVIS CA 93611 SFD 8.500 8.234 $2,387.48 360 1-Jun-26 $308,957.32
6994773 HOLLIS NH 03049 SFD 7.875 7.609 $1,682.16 360 1-Jan-27 $231,840.34
6994775 THE WOODLANDS TX 77382 SFD 7.625 7.359 $1,952.80 360 1-Jan-27 $275,700.31
6994776 GREAT FALLS VA 22066 SFD 7.375 7.109 $2,520.96 360 1-Jan-27 $364,722.27
6994777 BOULDER CO 80302 SFD 8.250 7.984 $1,912.94 300 1-Jan-22 $242,375.07
6994786 FORT WAYNE IN 46804 SFD 8.375 8.109 $2,941.48 360 1-Jan-27 $386,759.46
6994788 WEST DES MOINES IA 50265 SFD 7.875 7.609 $1,580.65 360 1-Jan-27 $217,849.98
6994790 NEWPORT NEWS VA 23608 SFD 8.250 7.984 $3,726.28 360 1-Dec-26 $495,063.20
6994791 HAWORTH BORO NJ 07641 SFD 7.750 7.484 $1,919.98 360 1-Jan-27 $267,810.85
6994792 ESCONDIDO CA 92029 SFD 8.000 7.734 $3,162.53 360 1-Nov-26 $430,126.61
6994793 HIGHLANDS RANCH CO 80126 SFD 7.750 7.484 $2,005.95 360 1-Jan-27 $279,802.38
6994794 LITTLETON CO 80123 SFD 7.875 7.609 $1,631.41 360 1-Jan-27 $224,845.15
6994795 BOULDER CO 80301 SFD 8.375 8.109 $1,748.17 360 1-Dec-26 $229,713.08
6994797 FOLSOM CA 95630 SFD 8.000 7.734 $1,868.38 360 1-Jan-27 $254,459.15
6994799 HOLLAND PA 18966 SFD 8.250 7.984 $1,915.73 360 1-Jan-27 $254,837.40
6994809 LINCOLN NE 68506 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,696.21
6994810 PORTLAND OR 97202 SFD 7.750 7.484 $1,740.88 360 1-Jan-27 $242,828.49
6994811 ELIZABETH CO 80107 SFD 7.875 7.609 $4,567.94 360 1-Jan-27 $629,566.44
6994814 SUMMERFIELD NC 27358 SFD 7.500 7.234 $1,531.28 360 1-Jan-27 $218,837.47
6994816 ST PAUL MN 55105 SFD 7.750 7.484 $2,865.65 360 1-Dec-26 $399,433.54
6994817 CHESAPEAKE VA 23320 SFD 8.500 8.234 $2,132.97 360 1-Dec-26 $277,062.71
6994822 MAPLE VALLEY WA 98038 SFD 7.875 7.609 $1,602.40 360 1-Dec-26 $220,694.82
6994825 ALPHARETTA GA 30201 SFD 7.625 7.359 $1,949.97 360 1-Jan-27 $275,300.60
6994826 LAS VEGAS NV 89117 SFD 8.000 7.734 $2,274.67 360 1-Dec-26 $309,582.61
6994828 BENICIA CA 94510 SFD 7.625 7.359 $1,862.56 360 1-Jan-27 $262,959.54
6994831 YORBA LINDA CA 92886 SFD 8.000 7.734 $2,509.47 360 1-Jan-27 $341,770.53
6994832 ROWLAND HTS AREA CA 91748 PUD 7.750 7.484 $2,657.17 360 1-Jan-27 $370,638.23
6994834 PLEASANTON CA 94566 PUD 7.875 7.609 $3,322.27 360 1-Mar-26 $454,615.27
6994835 APTOS CA 95003 SFD 7.875 7.609 $2,138.95 360 1-Dec-26 $294,592.65
6994836 BRANCHVILLE NJ 07826 SFD 8.375 8.109 $1,672.16 360 1-Jan-27 $219,863.26
6994839 ASHLAND OR 97520 PUD 8.000 7.734 $1,934.20 360 1-Dec-26 $263,245.08
6994840 SHERWOOD OR 97140 SFD 8.000 7.734 $1,981.16 360 1-Nov-26 $269,452.89
6994842 PORTLAND OR 97201 SFD 8.125 7.859 $1,737.44 360 1-Dec-26 $233,692.83
6994844 OJAI CA 93023 SFD 8.000 7.734 $1,981.16 360 1-Jan-27 $269,818.84
6994845 CAMARILLO CA 93012 SFD 7.875 7.609 $1,809.41 360 1-Jun-26 $248,144.12
6994846 CHULA VISTA CA 91914 SFD 8.625 8.359 $1,788.53 360 1-Nov-26 $229,539.78
6994847 ROLLING HILLS ESTS CA 90274 SFD 7.875 7.609 $3,828.37 360 1-Dec-26 $527,270.88
6994849 CARLSBAD CA 92008 PUD 8.125 7.859 $2,021.82 360 1-Dec-26 $271,932.90
6994851 BOULDER CO 80303 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,696.21
6994852 SAN JOSE CA 95133 SFD 7.875 7.609 $1,918.53 360 1-Jan-27 $264,417.91
6994854 BUTTE MT 59701 SFD 8.125 7.859 $1,930.49 360 1-Jan-27 $259,829.93
6994858 NAPA CA 94558 SFD 7.875 7.609 $2,544.99 360 1-Dec-26 $349,508.75
6994859 WENHAM MA 01984 SFD 8.000 7.734 $2,817.66 360 1-Jan-27 $383,742.34
6994862 DULUTH MN 55803 SFD 7.875 7.609 $2,900.28 360 1-Jan-27 $399,724.72
6994866 LAKE ELMO MN 55042 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,696.21
6994869 WILMINGTON DE 19803 SFD 7.875 7.609 $1,577.39 360 1-Dec-26 $217,249.58
6994870 WESTFIELD NJ 07090 SFD 7.750 7.484 $2,435.80 360 1-Jan-27 $339,760.03
6994871 LINCOLN PARK NJ 07035 SFD 8.875 8.609 $807.58 360 1-Jan-27 $101,443.10
6994872 MINNETONKA MN 55345 SFD 7.875 7.609 $2,002.64 360 1-Jan-27 $276,009.92
6994873 EDINA MN 55424 SFD 7.750 7.484 $2,349.83 360 1-Feb-27 $328,000.00
6994875 OCEAN CITY NJ 08226 LCO 7.750 7.484 $1,576.11 360 1-Dec-26 $219,688.44
6994877 SIOUX FALLS SD 57108 SFD 7.625 7.359 $1,789.16 240 1-Jan-17 $219,608.76
6994880 PARK CITY UT 84098 SFD 7.875 7.609 $2,341.97 360 1-Jan-27 $322,777.72
6994887 LOOMIS CA 95650 PUD 7.750 7.484 $3,331.32 360 1-Jan-27 $464,671.80
6994888 FREMONT CA 94538 SFD 8.500 8.234 $1,789.65 360 1-Jan-27 $232,609.00
6994894 KATONAH NY 10589 SFD 8.500 8.234 $3,512.40 360 1-Jan-27 $456,523.27
6994897 BOURNE MA 02562 SFD 8.000 7.734 $2,568.18 360 1-Jan-27 $349,765.15
6994906 CHEVY CHASE MD 20815 SFD 7.000 6.734 $1,463.67 360 1-Jan-27 $219,819.66
6994912 ORONO MN 55356 SFD 8.750 8.484 $3,146.80 360 1-Jan-27 $399,769.87
6994913 WESTBOROUGH MA 01581 SFD 7.000 6.734 $1,918.97 360 1-Jan-27 $288,198.57
6994914 FLAGSTAFF AZ 86001 SFD 8.250 7.984 $1,791.77 360 1-Nov-26 $238,040.61
6994919 WALNUT CREEK CA 94595 SFD 8.375 8.109 $2,669.37 360 1-Jan-27 $350,981.71
6994920 SAN RAMON CA 94583 SFD 8.000 7.734 $2,107.37 360 1-Jan-27 $287,007.30
6994921 NEWTOWN CT 06470 SFD 8.000 7.734 $2,127.92 360 1-Jan-27 $289,805.41
6994925 SAN CLEMENTE CA 92673 LCO 7.750 7.484 $1,869.84 360 1-Jan-27 $260,815.78
6994927 CULVER CITY CA 90232 SFD 8.125 7.859 $2,487.37 360 1-Jan-27 $334,780.86
6994928 SAN DIEGO CA 92130 SFD 7.750 7.484 $2,194.37 360 1-Nov-26 $305,559.31
6994929 VALENCIA CA 91354 SFD 7.375 7.109 $1,750.86 360 1-Dec-26 $253,113.03
6994931 DULUTH GA 30136 SFD 7.750 7.484 $1,971.39 360 1-Jan-27 $274,980.78
6994932 HONOLULU HI 96816 MF2 7.875 7.609 $5,002.98 360 1-Dec-26 $689,047.18
6994933 EDMONDS WA 98020 SFD 7.875 7.609 $3,625.35 360 1-Jan-27 $499,655.90
6994941 YORKTOWN VA 23693 SFD 7.750 7.484 $1,551.75 360 1-Jan-27 $216,447.12
6994945 EDINA MN 55424 SFD 7.750 7.484 $2,551.50 360 1-Jan-27 $355,898.64
6994946 SOUTHERN PINES NC 28387 SFD 7.500 7.234 $1,957.80 360 1-Jan-27 $279,792.20
6994947 ORONO MN 55364 SFD 7.875 7.609 $7,250.69 360 1-Jan-27 $999,311.81
6994948 ALEXANDRIA VA 22314 SFD 7.875 7.609 $3,567.34 360 1-Jan-27 $491,661.41
6994950 PARK CITY UT 84060 LCO 8.250 7.984 $1,690.35 360 1-Nov-26 $224,566.62
6994951 THOUSAND OAKS CA 91362 SFD 8.125 7.859 $1,679.37 360 1-Jan-27 $226,030.04
6994953 BRAINTREE MA 02184 SFD 7.875 7.609 $1,957.69 360 1-Jan-27 $269,814.19
6994955 ONTARIO CA 91768 SFD 8.000 7.734 $2,014.18 360 1-Jan-27 $274,315.82
6994958 AURORA CO 80016 SFD 7.875 7.609 $1,691.59 360 1-Jan-27 $233,139.44
6994969 LITTLE ROCK AR 72212 SFD 7.875 7.609 $2,059.20 360 1-Jan-27 $283,804.55
6994972 CHAMPLIN MN 55316 SFD 7.750 7.484 $1,791.03 360 1-Jan-27 $249,823.55
6994974 MILLBURN NJ 07041 SFD 7.750 7.484 $2,111.98 360 1-Jan-27 $294,591.94
6994981 KINGSTON MA 02364 SFD 7.500 7.234 $1,664.13 360 1-Jan-27 $237,823.37
6994986 BLUEMONT VA 20135 SFD 8.000 7.734 $1,995.84 360 1-Jan-27 $271,817.49
6994987 GREAT FALLS VA 22066 SFD 8.000 7.734 $1,731.68 360 1-Jan-27 $235,841.63
6994988 LAS VEGAS NV 89117 SFD 7.750 7.484 $2,229.83 360 1-Jan-27 $311,030.33
6994996 TUCSON AZ 85718 SFD 7.875 7.609 $1,975.84 360 1-Jan-27 $272,316.47
6994997 BATESVILLE IN 47006 SFD 7.750 7.484 $1,891.33 360 1-Jan-27 $263,813.67
6994998 WATERTOWN MA 02172 SFD 8.250 7.984 $2,687.66 360 1-Jan-27 $357,521.87
6994999 MORRESTOWN NJ 08057 SFD 8.250 7.984 $3,529.45 360 1-Jan-27 $469,500.43
6995000 ESCONDIDO CA 92029 SFD 8.000 7.734 $2,355.38 360 1-Dec-26 $320,567.80
6995001 HUMMELSTOWN PA 17036 SFD 8.000 7.734 $1,731.68 360 1-Jan-27 $235,841.65
6995003 MONTGOMERY TWP NJ 08558 SFD 7.875 7.609 $2,628.38 360 1-Jan-27 $362,250.53
6995004 HOPE NJ 07844 SFD 8.125 7.859 $1,992.68 360 1-Jan-27 $268,199.44
6995006 SAN DIMAS CA 91773 SFD 8.125 7.859 $1,633.49 360 1-Dec-26 $219,711.21
6995007 GLASSBORO NJ 08028 SFD 7.875 7.609 $616.31 360 1-Dec-26 $84,809.04
6995008 CHARLOTTE NC 28210 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,696.21
6995009 HONOLULU HI 96818 SFD 7.750 7.484 $2,417.89 360 1-Dec-26 $337,022.06
6995016 NEWPORT BEACH CA 92625 SFD 7.625 7.359 $3,185.07 360 1-Jan-27 $449,674.31
6995017 OAKLAND CA 94611 SFD 8.000 7.734 $2,588.72 360 1-Jan-27 $352,563.28
6995019 ROSSMOOR CA 90720 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,844.72
6995021 COLORADO SPRINGS CO 80906 SFD 7.750 7.484 $1,648.57 360 1-Jan-27 $229,882.21
6995022 COLORADO SPRINGS CO 80906 SFD 7.750 7.484 $3,796.98 360 1-Jan-27 $529,625.94
6995024 GRANGER IN 46530 SFD 8.250 7.984 $1,881.17 360 1-Jan-27 $250,240.33
6995026 NORTHBORO MA 01532 SFD 7.375 7.109 $2,305.99 360 1-Jan-27 $333,620.95
6995027 PITTSFORD NY 14534 SFD 8.250 7.984 $1,984.10 360 1-Jan-27 $263,931.59
6995032 DAPHNE AL 36526 PUD 7.875 7.609 $1,928.32 360 1-Jan-27 $265,766.98
6995034 CORONADO CA 92118 SFD 7.625 7.359 $1,925.20 360 1-Jan-27 $271,803.13
6995036 GOLDEN CO 80403 SFD 7.875 7.609 $1,751.04 360 1-Jan-27 $241,333.80
6995037 UNION GROVE WI 53182 SFD 7.875 7.609 $2,827.77 360 1-Jan-27 $389,731.61
6995040 SCOTTSDALE AZ 85262 SFD 7.750 7.484 $3,281.17 360 1-Jan-27 $457,676.75
6995042 DURANGO CO 81301 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,696.21
6995043 BRIARCLIFF MANOR NY 10570 LCO 7.750 7.484 $2,093.07 360 1-Feb-27 $292,160.00
6995056 CAVE CREEK AZ 85331 SFD 7.875 7.609 $2,447.11 360 1-Jan-27 $337,267.73
6995064 GAITHERSBURG MD 20882 SFD 7.750 7.484 $1,862.67 360 1-Jan-27 $259,816.50
6995072 SAN JUAN CAPISTRANO CA 92675 SFD 7.750 7.484 $3,725.34 360 1-Jan-27 $519,632.99
6995078 WOODINVILLE WA 98072 SFD 7.625 7.359 $1,557.15 360 1-Jan-27 $219,840.77
6995081 GERMANTOWN TN 38138 SFD 7.875 7.609 $1,774.24 360 1-Jan-27 $244,531.60
6995082 FRANKLIN TN 37064 SFD 7.625 7.359 $1,698.70 360 1-Jan-27 $239,826.30
6995089 HAMPTON BAYS NY 11946 SFD 8.625 8.359 $770.01 360 1-Feb-27 $99,000.00
6995090 LA MESA CA 91941 SFD 8.000 7.734 $2,898.37 360 1-Jan-27 $394,734.96
6995093 PAPILLION NE 68046 SFD 8.125 7.859 $1,694.75 360 1-Jan-27 $228,100.69
6995096 SAN DIEGO CA 92130 PUD 7.625 7.359 $3,202.77 360 1-Jan-27 $452,172.49
6995098 IRVINE CA 92629 SFD 7.750 7.484 $1,668.25 360 1-Jan-27 $232,697.65
6995102 WEST COVINA CA 91790 SFD 7.250 6.984 $1,500.79 360 1-Dec-26 $219,655.72
6995103 LAKE OSWEGO OR 97035 SFD 8.125 7.859 $1,878.52 360 1-Jan-27 $252,834.50
6995107 SUNNYVALE CA 94087 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,844.72
6995108 BOISE ID 83704 SFD 7.625 7.359 $1,585.46 360 1-Jan-27 $223,837.87
6995109 BUTTE MT 59701 SFD 8.000 7.734 $1,650.97 360 1-Jan-27 $224,849.03
6995115 MILL CREEK WA 98012 SFD 7.625 7.359 $1,557.15 360 1-Jan-27 $219,840.77
6995118 BLOOMINGTON MN 55438 SFD 7.875 7.609 $4,127.39 360 1-Jan-27 $568,848.25
6995119 ASPEN CO 81611 SFD 8.250 7.984 $2,065.98 360 1-Jan-27 $274,824.65
6995193 MONUMENT CO 80132 SFD 8.000 7.734 $1,614.28 360 1-Feb-27 $220,000.00
6995211 BOULDER CO 80304 SFD 7.500 7.234 $1,538.27 360 1-Jan-27 $219,836.73
6995384 WESTFIELD NJ 07090 SFD 8.125 7.859 $1,681.01 360 1-Feb-27 $226,400.00
6995387 WASHINGTON TWP NJ 08080 SFD 7.625 7.359 $1,119.73 360 1-Feb-27 $158,200.00
6995410 DAKOTA DUNES SD 57059 SFD 7.875 7.609 $1,783.67 360 1-Feb-27 $246,000.00
6995422 MINNEAPOLIS MN 55405 SFD 8.375 8.109 $4,659.25 360 1-Feb-27 $613,000.00
6995452 BRANCHBURG TWNSP NJ 08876 SFD 8.000 7.734 $1,648.77 360 1-Feb-27 $224,700.00
6995586 GILBERT AZ 85234 SFD 7.875 7.609 $1,612.55 360 1-Feb-27 $222,400.00
$175,008,669.26
</TABLE>
COUNT: 570
WAC: 8.056008691
WAM: 356.347949
WALTV: 76.60005625
<TABLE>
<CAPTION>
(i) (ii) (iii) (x) (xi) (xii) (xiii) (xiv) (xv)
- ----------------------------------------------------------------------------------------------------------------------------
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6992655 HONOLULU HI 96821 SFD 80.00 0.250 0.016
6992783 YONKERS NY 10710 PUD 89.82 33 0.250 0.016
6992980 COTTAGE GROVE MN 55016 SFD 86.00 12 0.250 0.016
6993007 SEATTLE WA 98125 SFD 69.14 0.250 0.016
6993140 PARK RAPIDS MN 56470 SFD 77.69 0.250 0.016
6993192 KAILUA HI 96734 SFD 75.00 0.250 0.016
6993200 HONOLULU HI 96821 SFD 69.23 0.250 0.016
6993265 TUCSON AZ 85718 SFD 53.67 0.250 0.016
6993301 EAGAN MN 55123 SFD 61.96 0.250 0.016
6993306 LONGMONT CO 80501 SFD 44.37 0.250 0.016
6993324 BROOKLYN NY 11217 SFD 80.00 0.250 0.016
6993339 MAPLE PLAIN MN 55359 SFD 45.35 0.250 0.016
6993341 ORONO MN 55359 SFD 79.27 0.250 0.016
6993393 LANDENBERG PA 19350 SFD 79.08 0.250 0.016
6993409 CLAYTON CA 94517 SFD 89.20 33 0.250 0.016
6993434 NEWPORT COAST CA 92657 SFD 80.00 0.250 0.016
6993441 BLAINE WA 98230 SFD 80.00 0.250 0.016
6993481 LEBANON TWP NJ 07830 SFD 74.07 0.250 0.016
6993483 BLOOMFIELD TWNSHP MI 48302 SFD 72.50 0.250 0.016
6993582 LITTLETON CO 80124 SFD 66.11 0.250 0.016
6993589 DEL MAR CA 92014 SFD 80.00 0.250 0.016
6993610 BOULDER CO 80302 SFD 42.74 0.250 0.016
6993616 HOUSTON TX 77024 SFD 80.00 0.250 0.016
6993617 DRESHER PA 19025 SFD 89.01 33 0.250 0.016
6993618 WYNNEWOOD PA 19096 SFD 80.00 0.250 0.016
6993643 CABIN JOHN MD 20818 SFD 55.56 0.250 0.016
6993650 HOUSTON TX 77057 SFD 39.41 0.250 0.016
6993651 HOUSTON TX 77005 SFD 73.42 0.250 0.016
6993652 SKILLMAN NJ 08558 PUD 80.00 0.250 0.016
6993659 MUKILTEO WA 98275 SFD 80.00 0.250 0.016
6993660 GIG HARBOR WA 98335 SFD 80.00 0.250 0.016
6993664 WASHINGTON DC 20015 SFD 80.00 0.250 0.016
6993673 DENVER CO 80209 SFD 80.00 0.250 0.016
6993677 HOUSTON TX 77024 SFD 80.00 0.250 0.016
6993679 GOLETA AREA CA 93117 SFD 89.80 11 0.250 0.016
6993680 GLENDALE CA 91207 SFD 90.00 01 0.250 0.016
6993687 MARTINEZ CA 94553 SFD 95.00 13 0.250 0.016
6993688 MAPLE VALLEY WA 98038 SFD 90.00 17 0.250 0.016
6993690 PALM BEACH GARDEN FL 33418 PUD 80.00 0.250 0.016
6993691 PROVO UT 84604 SFD 67.16 0.250 0.016
6993709 SAN JOSE CA 95138 PUD 80.00 0.250 0.016
6993712 SAN JOSE CA 95138 PUD 80.00 0.250 0.016
6993736 FRESNO CA 93720 PUD 90.00 17 0.250 0.016
6993743 CORONADO CA 92118 SFD 80.00 0.250 0.016
6993748 OAKLAND CA 94605 SFD 79.75 0.250 0.016
6993765 HIGHLAND VILLAGE TX 75067 SFD 80.00 0.250 0.016
6993767 UKIAH CA 95482 SFD 90.00 33 0.250 0.016
6993769 NEWPORT OR 97365 LCO 75.00 0.250 0.016
6993779 HASTINGS MN 55033 SFD 75.00 0.250 0.016
6993829 WOODBURY MN 55125 SFD 70.97 0.250 0.016
6993830 EDEN PRAIRIE MN 55346 SFD 80.00 0.250 0.016
6993842 RIEGELSVILLE PA 18077 SFD 80.00 0.250 0.016
6993847 MUNDS PARK AZ 86017 SFD 54.50 0.250 0.016
6993851 NEW CANAAN CT 06840 SFD 59.56 0.250 0.016
6993857 SAN FRANCISCO CA 94115 LCO 62.99 0.250 0.016
6993870 BOISE ID 83703 PUD 90.00 33 0.250 0.016
6993876 EDINA MN 55424 SFD 75.26 0.250 0.016
6993877 EDINA MN 55436 SFD 80.00 0.250 0.016
6993884 BOULDER CO 80303 SFD 80.00 0.250 0.016
6993887 CARBONDALE CO 81623 SFD 80.00 0.250 0.016
6993890 MARRIOTTSVILLE MD 21104 SFD 90.00 33 0.250 0.016
6993892 SAN DIEGO CA 92130 SFD 69.92 0.250 0.016
6993893 MT OLIVE TWP NJ 07828 SFD 80.00 0.250 0.016
6993895 SAN JOSE CA 95122 SFD 85.00 13 0.250 0.016
6993898 CARLSBAD CA 92008 PUD 89.88 11 0.250 0.016
6993899 ANAHEIM CA 92807 PUD 80.00 0.250 0.016
6993902 PARK CITY UT 84060 PUD 75.00 0.250 0.016
6993904 RAYBURN COUNTRY TX 75951 SFD 90.00 11 0.250 0.016
6993905 UNIVERSITY PARK TX 75205 SFD 72.53 0.250 0.016
6993907 LA CRESCENTA AREA CA 91214 SFD 90.00 06 0.250 0.016
6993908 ASHLAND OR 97520 SFD 57.08 0.250 0.016
6993909 WILLIAMS OR 97544 SFD 70.00 0.250 0.016
6993910 OREGON CITY OR 97045 SFD 72.00 0.250 0.016
6993911 SEAL ROCK OR 97376 SFD 48.33 0.250 0.016
6993912 PORTLAND OR 97202 SFD 60.00 0.250 0.016
6993913 LAKE OSWEGO OR 97034 SFD 35.29 0.250 0.016
6993915 PERRIS CA 92570 SFD 90.00 12 0.250 0.016
6993916 RANCHO SANTA FE CA 92067 SFD 64.89 0.250 0.016
6993920 PLACITAS NM 87043 PUD 75.00 0.250 0.016
6993921 GLENDORA AREA CA 91741 SFD 90.00 33 0.250 0.016
6993922 SAN DIEGO CA 92130 PUD 80.00 0.250 0.016
6993924 HUNTINGTON BEACH CA 92646 SFD 95.00 11 0.250 0.016
6993925 CASTRO VALLEY CA 94552 SFD 94.81 11 0.250 0.016
6993926 SAN JOSE CA 95138 PUD 66.91 0.250 0.016
6993932 ELKHORN NE 68022 SFD 80.00 0.250 0.016
6993935 FAIRFAX STATION VA 22039 PUD 80.00 0.250 0.016
6993939 PRIOR LAKE MN 55372 SFD 75.00 0.250 0.016
6993940 ST PAUL MN 55116 SFD 49.15 0.250 0.016
6993944 LONGWOOD FL 32750 SFD 80.00 0.250 0.016
6993948 PARK CITY UT 84098 SFD 65.48 0.250 0.016
6993950 LEAVENWORTH WA 98826 SFD 80.00 0.250 0.016
6993951 BELLAIRE TX 77401 SFD 80.00 0.250 0.016
6993953 MERCER ISLAND WA 98040 SFD 59.41 0.250 0.016
6993954 SHADY COVE OR 97539 SFD 63.86 0.250 0.016
6993959 RAMSEY NJ 07446 SFD 80.00 0.250 0.016
6993961 VIRGINIA BEACH VA 23455 PUD 72.46 0.250 0.016
6993963 PUEBLO CO 81001 SFD 90.80 33 0.250 0.016
6993968 PARADISE VALLEY AZ 85253 SFD 59.15 0.250 0.016
6993972 FALLBROOK CA 92028 SFD 85.00 11 0.250 0.016
6993973 ISSAQUAH WA 98029 SFD 51.10 0.250 0.016
6993975 CAMARILLO CA 93012 SFD 79.99 0.250 0.016
6993976 LAGUNA BEACH CA 92651 SFD 74.36 0.250 0.016
6993977 CORONADO CA 92118 SFD 80.00 0.250 0.016
6993978 CORONADO CA 92118 SFD 80.00 0.250 0.016
6993988 SEATTLE WA 98112 SFD 66.04 0.250 0.016
6993991 FRESNO CA 93720 SFD 95.00 33 0.250 0.016
6993992 LODI CA 95242 SFD 90.00 12 0.250 0.016
6993994 SAN DIEGO CA 92103 SFD 80.00 0.250 0.016
6994008 LONG LAKE MN 55356 SFD 63.53 0.250 0.016
6994009 ORONO MN 55356 SFD 59.93 0.250 0.016
6994014 DURNAGO CO 81301 SFD 69.92 0.250 0.016
6994015 CASTLE ROCK CO 80104 SFD 80.00 0.250 0.016
6994017 EVERGREEN CO 80439 SFD 80.00 0.250 0.016
6994018 PARKER CO 80134 SFD 78.43 0.250 0.016
6994019 BOULDER CO 80303 SFD 64.90 0.250 0.016
6994020 DENVER CO 80220 SFD 58.82 0.250 0.016
6994022 GOLDEN CO 80401 SFD 63.73 0.250 0.016
6994024 LA PALMA CA 90623 SFD 80.00 0.250 0.016
6994026 HARVARD MA 01451 SFD 70.00 0.250 0.016
6994027 SARATOGA CA 95070 SFD 64.71 0.250 0.016
6994028 CASTRO VALLEY CA 94552 PUD 80.00 0.250 0.016
6994029 KENNEWICK WA 99337 PUD 79.53 0.250 0.016
6994030 BAINBRIDGE ISLAND WA 98110 SFD 61.57 0.250 0.016
6994032 VALENCIA CA 91354 PUD 89.99 11 0.250 0.016
6994033 MORRISVILLE NC 27560 SFD 79.99 0.250 0.016
6994034 SAN JOSE CA 95138 PUD 64.09 0.250 0.016
6994035 WESTLAKE VILLAGE CA 91361 PUD 79.25 0.250 0.016
6994037 CHINO HILLS CA 91709 SFD 79.99 0.250 0.016
6994039 SAN DIEGO CA 92129 PUD 89.98 11 0.250 0.016
6994048 NEW BRAUNFELS TX 78130 SFD 80.00 0.250 0.016
6994049 ROSEVILLE MN 55113 SFD 80.00 0.250 0.016
6994050 MALVERN PA 19355 SFD 95.00 33 0.250 0.016
6994051 HENDERSON NV 89014 PUD 77.67 0.250 0.016
6994056 EDINA MN 55343 SFD 90.00 33 0.250 0.016
6994057 SNOWMASS CO 81654 SFD 42.51 0.250 0.016
6994058 RIDGEWOOD NJ 07450 SFD 66.28 0.250 0.016
6994060 PARSIPPANY NJ 07054 SFD 79.82 0.250 0.016
6994065 SCOTTSDALE AZ 85255 SFD 80.00 0.250 0.016
6994066 BELLEVUE WA 98008 SFD 63.66 0.250 0.016
6994071 SILVERTHORNE CO 80498 SFD 57.89 0.250 0.016
6994074 FARGO ND 58103 SFD 90.00 33 0.250 0.016
6994076 MORGAN HILL CA 95037 SFD 90.00 11 0.250 0.016
6994077 SAN FRANCISCO CA 94127 SFD 80.00 0.250 0.016
6994079 WARRENTON VA 20186 SFD 80.00 0.250 0.016
6994080 SAN DIEGO CA 92109 SFD 80.00 0.250 0.016
6994083 PORT WASHINGTON NY 11050 SFD 80.00 0.250 0.016
6994084 EDEN PRAIRIE MN 55347 SFD 73.55 0.250 0.016
6994085 VENETA OR 97487 SFD 70.70 0.250 0.016
6994088 HENDERSON NV 89014 SFD 84.98 12 0.250 0.016
6994092 MISSION VIEJO CA 92692 SFD 79.99 0.250 0.016
6994096 CANTON MA 02021 SFD 69.91 0.250 0.016
6994098 SCOTTSDALE AZ 85258 SFD 74.85 0.250 0.016
6994100 CORNVILLE AZ 86325 SFD 68.57 0.250 0.016
6994107 LAYTONVILLE CA 95454 SFD 75.00 0.250 0.016
6994108 WICHITA KS 67212 SFD 90.00 33 0.250 0.016
6994112 HOUSTON TX 77057 SFD 70.97 0.250 0.016
6994114 ASHLAND OR 97520 SFD 80.00 0.250 0.016
6994117 SCOTTSDALE AZ 85255 SFD 52.98 0.250 0.016
6994120 HONOLULU HI 96825 SFD 80.00 0.250 0.016
6994122 WESTON CT 06883 SFD 90.00 33 0.250 0.016
6994128 HENDERSON NV 89014 SFD 69.96 0.250 0.016
6994129 MANHATTAN BEACH CA 90266 SFD 80.00 0.250 0.016
6994130 PALM SPRINGS CA 92262 PUD 69.00 0.250 0.016
6994133 SAN DIEGO CA 92130 SFD 79.99 0.250 0.016
6994134 CAMARILLO CA 93012 SFD 79.98 0.250 0.016
6994138 DUNDEE OR 97115 SFD 80.00 0.250 0.016
6994141 MOULTONBOROUGH NH 03254 SFD 43.96 0.250 0.016
6994144 HONOLULU HI 96825 SFD 78.83 0.250 0.016
6994148 EDISON NJ 08820 SFD 95.00 06 0.250 0.016
6994149 MEMPHIS TN 38120 SFD 80.00 0.250 0.016
6994150 EL GRANADA CA 94018 SFD 80.00 0.250 0.016
6994151 BURNSVILLE MN 55337 SFD 80.00 0.250 0.016
6994152 EVANSTON IL 60201 SFD 80.00 0.250 0.016
6994155 SAUSALITO CA 94965 SFD 70.00 0.250 0.016
6994156 SHREVEPORT LA 71106 SFD 80.00 0.250 0.016
6994157 WALNUT CA 91789 SFD 90.00 33 0.250 0.016
6994158 EVERGREEN CO 80439 SFD 75.89 0.250 0.016
6994160 GREENWOOD VILLAGE CO 80111 SFD 59.68 0.250 0.016
6994162 BOULDER CO 80301 SFD 48.13 0.250 0.016
6994163 DENVER CO 80209 SFD 56.27 0.250 0.016
6994166 ALBUQUERQUE NM 87122 SFD 76.20 0.250 0.016
6994168 RENO NV 89509 SFD 80.00 0.250 0.016
6994170 ALPHARETTA GA 30202 SFD 74.93 0.250 0.016
6994171 ROSWELL GA 30075 PUD 90.00 33 0.250 0.016
6994175 BELLINGHAM WA 98225 SFD 64.21 0.250 0.016
6994176 CORTLANDT NY 10566 SFD 77.81 0.250 0.016
6994177 BRECKENRIDGE CO 80424 SFD 80.00 0.250 0.016
6994178 FRESNO CA 93720 PUD 80.00 0.250 0.016
6994180 CHULA VISTA CA 91915 SFD 94.99 11 0.250 0.016
6994182 BRANCHBURG NJ 07076 SFD 95.00 33 0.250 0.016
6994183 PENFIELD NY 14526 SFD 95.00 11 0.250 0.016
6994187 ENGLEWOOD CO 80111 SFD 69.33 0.250 0.016
6994190 MILLSTONE TWP NJ 08691 SFD 68.97 0.250 0.016
6994192 FREMONT CA 94555 LCO 89.90 13 0.250 0.016
6994194 PLANO TX 75093 SFD 80.00 0.250 0.016
6994200 SAN DIEGO CA 92121 SFD 89.28 11 0.250 0.016
6994206 SNOHOMISH WA 98290 SFD 90.00 06 0.250 0.016
6994207 POINT PLEASANT NJ 08742 SFD 95.00 33 0.250 0.016
6994209 FAIRVIEW PA 16415 SFD 80.00 0.250 0.016
6994210 SAN JOSE CA 95124 SFD 80.00 0.250 0.016
6994213 DENVER CO 80206 SFD 80.00 0.250 0.016
6994214 DENVER CO 80206 SFD 80.00 0.250 0.016
6994217 PENN VALLEY PA 19096 SFD 90.00 06 0.250 0.016
6994220 CHANHASSEN MN 55317 SFD 95.00 33 0.250 0.016
6994221 LAKEVILLE MN 55044 SFD 85.50 24 0.250 0.016
6994223 NEWARK DE 19711 SFD 75.36 0.250 0.016
6994224 ROLLING HILLS ESTS CA 90274 SFD 41.89 0.250 0.016
6994225 LA VERNE CA 91750 SFD 80.00 0.250 0.016
6994226 DUBLIN CA 94568 SFD 71.08 0.250 0.016
6994228 PORTLAND OR 97212 SFD 89.90 06 0.250 0.016
6994232 EL DORADO HILLS CA 95762 PUD 89.99 06 0.250 0.016
6994233 CERRITOS CA 90703 PUD 75.06 0.250 0.016
6994235 LA CRESCENTA AREA CA 91214 SFD 80.00 0.250 0.016
6994236 SAN DIEGO CA 92129 PUD 89.99 13 0.250 0.016
6994238 FAIRFAX STATION VA 22039 SFD 80.00 0.250 0.016
6994239 ARLINGTON VA 22207 SFD 66.70 0.250 0.016
6994241 ALLENDALE NJ 07401 LCO 80.00 0.250 0.016
6994242 DES MOINES IA 50321 SFD 80.00 0.250 0.016
6994245 NORTON MA 02766 SFD 73.84 0.250 0.016
6994250 SHARON MA 02067 SFD 80.00 0.250 0.016
6994258 BARRINGTON HILLS IL 60010 SFD 76.92 0.250 0.016
6994260 FREMONT CA 94536 SFD 95.00 13 0.250 0.016
6994262 MENTOR OH 44060 SFD 85.00 33 0.250 0.016
6994263 DANVILLE CA 94526 SFD 70.00 0.250 0.016
6994268 WALLINGFORD CT 06492 SFD 73.75 0.250 0.016
6994269 COLLIERVILLE TN 38017 SFD 84.99 33 0.250 0.016
6994270 VERNON HILLS IL 60061 SFD 74.60 0.250 0.016
6994271 PARK CITY UT 84098 SFD 48.39 0.250 0.016
6994272 SNOHOMISH WA 98290 SFD 95.00 33 0.250 0.016
6994275 SAN LUIS OBISPO CA 93401 SFD 75.00 0.250 0.016
6994277 CAMPBELL CA 95008 PUD 90.00 17 0.250 0.016
6994279 BIG BEAR LAKE CA 92315 SFD 89.97 01 0.250 0.016
6994280 CAMARILLO CA 93012 SFD 90.00 33 0.250 0.016
6994291 MINNETONKA MN 55305 SFD 62.94 0.250 0.016
6994293 STATE COLLEGE PA 16801 SFD 89.99 33 0.250 0.016
6994297 BETHEDSA MD 20814 SFD 80.00 0.250 0.016
6994300 WAYLAND MA 01778 SFD 80.00 0.250 0.016
6994302 KENNETT SQUARE PA 19348 SFD 79.25 0.250 0.016
6994310 ST CHARLES IL 60175 SFD 80.00 0.250 0.016
6994316 NIWOT CO 80503 SFD 89.13 33 0.250 0.016
6994318 WESTERVILLE OH 43082 SFD 74.46 0.250 0.016
6994319 SHERBORN MA 01770 SFD 80.00 0.250 0.016
6994326 PORTLAND OR 97212 SFD 54.31 0.250 0.016
6994328 ALAMEDA CA 94502 SFD 79.98 0.250 0.016
6994329 GRESHAM OR 97030 PUD 79.99 0.250 0.016
6994330 SAN DIEGO CA 92131 SFD 79.99 0.250 0.016
6994337 VIENNA VA 22182 SFD 73.50 0.250 0.016
6994339 BLANCHARD LA 71009 SFD 75.44 0.250 0.016
6994340 MCLEAN VA 22102 SFD 80.00 0.250 0.016
6994341 LUTHERVILLE MD 21093 SFD 65.37 0.250 0.016
6994342 EDEN PRAIRIE MN 55346 SFD 90.00 12 0.250 0.016
6994346 MAPLEWOOD NJ 07040 SFD 80.00 0.250 0.016
6994350 PINETOP AZ 85935 SFD 88.45 11 0.250 0.016
6994354 FRANKLIN MA 02038 SFD 77.27 0.250 0.016
6994355 ENCINITAS CA 92024 SFD 75.29 0.250 0.016
6994357 SAN DIMAS CA 91773 SFD 79.99 0.250 0.016
6994360 NAPERVILLE IL 60564 PUD 69.94 0.250 0.016
6994364 BLOOMFIELD CT 06002 SFD 95.00 11 0.250 0.016
6994365 SOUTH STRAFFORD VT 05072 SFD 70.00 0.250 0.016
6994368 ROCKVILLE MD 20855 SFD 80.00 0.250 0.016
6994371 ORLANDO FL 32803 SFD 90.00 33 0.250 0.016
6994374 CASTLE ROCK CO 80104 SFD 76.92 0.250 0.016
6994377 HOLMDEL NJ 07733 SFD 60.90 0.250 0.016
6994380 WHITE PLAINS NY 10603 SFD 83.28 33 0.250 0.016
6994381 WHITE PLAINS NY 10607 SFD 95.00 01 0.250 0.016
6994387 HILLSBOROUGH NJ 08876 SFD 72.37 0.250 0.016
6994389 MUNSTER IN 46321 SFD 79.99 0.250 0.016
6994392 HERNDON VA 20171 SFD 90.00 24 0.250 0.016
6994393 EASTON MD 21601 SFD 95.00 12 0.250 0.016
6994396 NEEDHAM MA 02192 SFD 52.98 0.250 0.016
6994399 CINCINNATI OH 45226 SFD 79.87 0.250 0.016
6994400 GLENBROOK NV 89413 SFD 75.00 0.250 0.016
6994401 EDINA MN 55435 PUD 80.00 0.250 0.016
6994403 GERMANTOWN MD 20876 SFD 95.00 33 0.250 0.016
6994404 ODESSA FL 33556 SFD 80.00 0.250 0.016
6994405 WOODSBORO MD 21798 SFD 75.00 0.250 0.016
6994409 MONTCLAIR NJ 07042 SFD 89.34 33 0.250 0.016
6994417 BENICIA CA 94510 SFD 90.00 06 0.250 0.016
6994418 BRANT BEACH NJ 08006 SFD 80.00 0.250 0.016
6994419 HOUSTON TX 77024 SFD 59.00 0.250 0.016
6994421 BERKELEY CA 94708 SFD 80.00 0.250 0.016
6994423 TEGA CAY SC 29715 SFD 79.97 0.250 0.016
6994425 HIGHLANDS RANCH CO 80126 SFD 90.00 33 0.250 0.016
6994428 KIRKLAND WA 98033 SFD 80.00 0.250 0.016
6994430 ARMONK NY 10304 SFD 70.00 0.250 0.016
6994432 THOUSAND OAKS CA 91320 SFD 89.18 13 0.250 0.016
6994433 LA JOLLA CA 92037 SFD 51.61 0.250 0.016
6994434 LAGUNA NIGUEL CA 92677 SFD 69.37 0.250 0.016
6994435 SAN DIEGO CA 92131 SFD 80.00 0.250 0.016
6994437 CAMARILLO CA 93012 SFD 94.99 11 0.250 0.016
6994441 STEAMBOAT SPRINGS CO 80477 SFD 62.86 0.250 0.016
6994443 GLEN RIDGE NJ 07028 SFD 73.82 0.250 0.016
6994445 RESTON VA 22094 SFD 95.00 33 0.250 0.016
6994446 CORPUS CHRISTI TX 78418 SFD 80.00 0.250 0.016
6994448 BENTON LA 71006 SFD 89.93 33 0.250 0.016
6994449 CASTLE ROCK CO 80104 SFD 76.67 0.250 0.016
6994451 ASPEN CO 81611 SFD 77.27 0.250 0.016
6994456 LAKEWOOD CO 80228 SFD 80.00 0.250 0.016
6994458 HILLSBORO OR 97124 SFD 70.00 0.250 0.016
6994459 REDMOND WA 98053 SFD 94.99 12 0.250 0.016
6994460 TIGARD OR 97223 SFD 77.61 0.250 0.016
6994461 WEST LINN OR 97068 SFD 59.38 0.250 0.016
6994462 GRESHAM OR 97030 SFD 70.00 0.250 0.016
6994463 SAN DIEGO CA 92130 PUD 80.00 0.250 0.016
6994465 HILTON HEAD ISLAND SC 29928 PUD 14.29 0.250 0.016
6994467 ANAHEIM CA 92808 PUD 80.00 0.250 0.016
6994469 EL DORADO HILLS CA 95762 PUD 80.00 0.250 0.016
6994470 SAN DIEGO CA 92129 PUD 74.99 0.250 0.016
6994471 WASHINGTON DC 20011 SFD 90.00 33 0.250 0.016
6994472 VIRGINIA BEACH VA 23455 SFD 90.00 33 0.250 0.016
6994473 EDEN PRAIRIE MN 55347 SFD 89.99 06 0.250 0.016
6994474 BOUNTIFUL UT 84010 SFD 69.44 0.250 0.016
6994477 GLENDORA CA 91741 SFD 80.00 0.250 0.016
6994481 SEA GIRT NJ 08750 SFD 68.06 0.250 0.016
6994488 KATONAH NY 10536 SFD 70.00 0.250 0.016
6994489 CARMICHAEL CA 95608 SFD 69.55 0.250 0.016
6994490 CAMARILLO CA 93012 SFD 80.00 0.250 0.016
6994491 EDWARDS CO 81632 SFD 90.00 11 0.250 0.016
6994495 SANTA FE NM 87505 SFD 79.14 0.250 0.016
6994496 OMAHA NE 68164 SFD 80.00 0.250 0.016
6994499 WAUKEE IA 50263 SFD 80.00 0.250 0.016
6994501 HENDERSON NV 89011 SFD 27.50 0.250 0.016
6994504 MURFREESBORO TN 37129 SFD 81.58 33 0.250 0.016
6994506 TEANECK NJ 07666 SFD 80.00 0.250 0.016
6994510 WOODINVILLE WA 98072 SFD 58.05 0.250 0.016
6994511 PONTE VEDRA FL 32082 SFD 80.00 0.250 0.016
6994517 ROSS CA 94957 SFD 55.56 0.250 0.016
6994519 OCEANSIDE CA 92056 SFD 95.00 06 0.250 0.016
6994520 WINNEMUCCA NV 89445 SFD 90.00 33 0.250 0.016
6994523 KENNEBUNKPORT ME 04046 SFD 74.64 0.250 0.016
6994531 WOODLAND PARK CO 80863 SFD 80.00 0.250 0.016
6994535 SHARON MA 02067 SFD 84.94 06 0.250 0.016
6994536 PLYMOUTH MN 55442 SFD 95.00 33 0.250 0.016
6994540 MOUNTAIN LAKES NJ 07046 SFD 74.25 0.250 0.016
6994541 DANVILLE CA 94506 SFD 75.00 0.250 0.016
6994544 ANDOVER MA 01810 SFD 80.00 0.250 0.016
6994546 SAN MARINO CA 91108 SFD 65.57 0.250 0.016
6994547 COLORADO SPRINGS CO 80919 SFD 68.11 0.250 0.016
6994556 GREAT FALLS VA 22066 SFD 75.00 0.250 0.016
6994557 ALEXANDRIA VA 22314 PUD 56.41 0.250 0.016
6994558 BURKE VA 22015 SFD 51.92 0.250 0.016
6994559 SACRAMENTO CA 95818 SFD 95.00 24 0.250 0.016
6994560 MILFORD NJ 08848 SFD 87.85 33 0.250 0.016
6994561 SCHAUMBURG IL 60173 SFD 79.57 0.250 0.016
6994562 JAMUL CA 91935 SFD 84.07 33 0.250 0.016
6994563 ALBUQUERQUE NM 87107 SFD 79.34 0.250 0.016
6994564 REHOBETH BEACH DE 19971 PUD 68.21 0.250 0.016
6994569 FORT COLLINS CO 80526 SFD 90.00 11 0.250 0.016
6994582 HERNDON VA 22070 SFD 79.99 0.250 0.016
6994584 MINNEAPOLIS MN 55403 SFD 79.99 0.250 0.016
6994588 SALT LAKE CITY UT 84117 SFD 80.00 0.250 0.016
6994595 BERNARDS TWP NJ 07920 SFD 64.94 0.250 0.016
6994599 ARCADIA CA 91007 SFD 60.40 0.250 0.016
6994607 SALT LAKE CITY UT 84121 SFD 76.39 0.250 0.016
6994608 LA MIRADA CA 90638 PUD 79.99 0.250 0.016
6994609 ALAMEDA CA 94502 PUD 80.00 0.250 0.016
6994610 BOULDER CO 80303 SFD 80.00 0.250 0.016
6994614 CHAPEL HILL NC 27515 SFD 68.82 0.250 0.016
6994620 TAKOMA PARK MD 20912 SFD 80.00 0.250 0.016
6994623 ISSAQUAH WA 98029 SFD 66.80 0.250 0.016
6994627 GLENWOOD SPRINGS CO 81601 PUD 85.00 06 0.250 0.016
6994638 BRYN MAWR PA 19010 SFD 79.86 0.250 0.016
6994639 RUMSON NJ 07760 SFD 80.00 0.250 0.016
6994640 SCOTTSDALE AZ 85254 SFD 80.00 0.250 0.016
6994641 RICHMOND VA 23236 SFD 78.80 0.250 0.016
6994642 FORT LAUDERDALE FL 33301 SFD 72.13 0.250 0.016
6994643 MINNETONKA MN 55305 SFD 90.00 13 0.250 0.016
6994644 SIOUX FALLS SD 57108 SFD 70.20 0.250 0.016
6994649 CASTRO VALLEY CA 94546 SFD 78.95 0.250 0.016
6994651 OCEANSIDE CA 92057 SFD 79.99 0.250 0.016
6994653 SUNSET BEACH CA 90742 SFD 78.15 0.250 0.016
6994658 EDEN PRAIRIE MN 55344 SFD 85.00 12 0.250 0.016
6994663 GERMANTOWN MD 20874 SFD 79.99 0.250 0.016
6994664 EUGENE OR 97405 SFD 80.00 0.250 0.016
6994665 ST LOUIS PARK MN 55416 SFD 80.00 0.250 0.016
6994667 GRAND JUNCTION CO 81506 PUD 88.35 11 0.250 0.016
6994671 WASHINGTON DC 20016 SFD 92.05 24 0.250 0.016
6994674 ANACORTES WA 98221 SFD 55.17 0.250 0.016
6994677 UPPER MONTCLAIR NJ 07043 SFD 50.00 0.250 0.016
6994678 LAKESIDE CA 92040 SFD 80.00 0.250 0.016
6994687 SIOUX FALLS SD 57110 SFD 74.88 0.250 0.016
6994690 NORTH REDINGTON B FL 33708 SFD 76.92 0.250 0.016
6994691 WALNUT CREEK CA 94598 SFD 89.86 17 0.250 0.016
6994692 SANTA MARIA CA 93455 PUD 79.32 0.250 0.016
6994694 PARKER CO 80134 SFD 80.00 0.250 0.016
6994696 SAN DIMAS CA 91773 SFD 95.00 13 0.250 0.016
6994697 MANSFIELD TOWNSHIP NJ 08022 SFD 75.00 0.250 0.016
6994698 (VALENCIA AREA) CA 91354 PUD 89.84 11 0.250 0.016
6994699 (FOOTHILL RANCH A CA 92610 PUD 94.82 11 0.250 0.016
6994700 (VALENCIA AREA) CA 91354 PUD 79.99 0.250 0.016
6994701 SAN JOSE CA 95138 PUD 79.99 0.250 0.016
6994702 SIMI VALLEY CA 93065 PUD 92.19 11 0.250 0.016
6994703 VALENCIA AREA CA 91354 PUD 89.90 11 0.250 0.016
6994704 ARVADA CO 80007 SFD 63.10 0.250 0.016
6994710 SOUTHLAKE TX 76092 PUD 88.96 06 0.250 0.016
6994713 FORT WAYNE IN 46804 SFD 79.53 0.250 0.016
6994714 FORT WAYNE IN 46804 SFD 80.00 0.250 0.016
6994717 RIDGEWOOD NJ 07450 SFD 80.00 0.250 0.016
6994718 WAUKEE IA 50263 SFD 80.00 0.250 0.016
6994719 WOODBURY MN 55125 SFD 79.79 0.250 0.016
6994720 PORTLAND OR 97212 SFD 77.19 0.250 0.016
6994721 HENDERSON NV 89014 PUD 79.99 0.250 0.016
6994722 HENDERSON NV 89014 PUD 80.00 0.250 0.016
6994723 HENDERSON NV 89012 SFD 85.47 33 0.250 0.016
6994727 CLIFTON CO 81520 SFD 48.89 0.250 0.016
6994729 CHANHASSEN MN 55317 SFD 80.00 0.250 0.016
6994731 BETHESDA MD 20816 SFD 62.04 0.250 0.016
6994732 KATY TX 77450 SFD 73.33 0.250 0.016
6994735 SANTA MARIA CA 93455 SFD 90.00 33 0.250 0.016
6994738 ALPHARETTA GA 30202 SFD 70.00 0.250 0.016
6994739 DUNWOODY GA 30350 SFD 90.00 33 0.250 0.016
6994740 CLARKSVILLE MD 21029 SFD 72.60 0.250 0.016
6994745 MOORPARK CA 93021 PUD 94.98 11 0.250 0.016
6994747 SPARTANBURG SC 29302 SFD 89.83 24 0.250 0.016
6994748 DURANGO CO 81301 SFD 74.83 0.250 0.016
6994750 MORRISON CO 80465 SFD 64.71 0.250 0.016
6994757 SAN JOSE CA 95120 SFD 63.29 0.250 0.016
6994758 COLORADO SPRINGS CO 80926 SFD 80.00 0.250 0.016
6994759 SANTA CLARITA CA 91355 PUD 89.56 33 0.250 0.016
6994760 SAN DIEGO CA 92128 SFD 89.99 11 0.250 0.016
6994761 BREA CA 92821 SFD 90.00 33 0.250 0.016
6994762 SANTA CLARA CA 95051 SFD 64.88 0.250 0.016
6994763 LAKE FOREST CA 92630 SFD 80.00 0.250 0.016
6994764 SAN DIEGO CA 92131 PUD 90.00 13 0.250 0.016
6994765 MISSION VIEJO CA 92692 PUD 89.98 11 0.250 0.016
6994767 DULUTH GA 30136 SFD 37.01 0.250 0.016
6994768 BOISE ID 83703 SFD 80.00 0.250 0.016
6994770 LONG VALLEY NJ 07853 SFD 89.80 33 0.250 0.016
6994772 CLOVIS CA 93611 SFD 90.00 06 0.250 0.016
6994773 HOLLIS NH 03049 SFD 80.00 0.250 0.016
6994775 THE WOODLANDS TX 77382 SFD 79.99 0.250 0.016
6994776 GREAT FALLS VA 22066 SFD 59.11 0.250 0.016
6994777 BOULDER CO 80302 SFD 54.52 0.250 0.016
6994786 FORT WAYNE IN 46804 SFD 90.00 33 0.250 0.016
6994788 WEST DES MOINES IA 50265 SFD 52.53 0.250 0.016
6994790 NEWPORT NEWS VA 23608 SFD 78.73 0.250 0.016
6994791 HAWORTH BORO NJ 07641 SFD 80.00 0.250 0.016
6994792 ESCONDIDO CA 92029 SFD 74.96 0.250 0.016
6994793 HIGHLANDS RANCH CO 80126 SFD 75.88 0.250 0.016
6994794 LITTLETON CO 80123 SFD 75.00 0.250 0.016
6994795 BOULDER CO 80301 SFD 86.79 33 0.250 0.016
6994797 FOLSOM CA 95630 SFD 90.02 33 0.250 0.016
6994799 HOLLAND PA 18966 SFD 68.18 0.250 0.016
6994809 LINCOLN NE 68506 SFD 93.62 33 0.250 0.016
6994810 PORTLAND OR 97202 SFD 90.00 13 0.250 0.016
6994811 ELIZABETH CO 80107 SFD 75.00 0.250 0.016
6994814 SUMMERFIELD NC 27358 SFD 73.24 0.250 0.016
6994816 ST PAUL MN 55105 SFD 80.00 0.250 0.016
6994817 CHESAPEAKE VA 23320 SFD 95.00 33 0.250 0.016
6994822 MAPLE VALLEY WA 98038 SFD 80.00 0.250 0.016
6994825 ALPHARETTA GA 30201 SFD 95.00 33 0.250 0.016
6994826 LAS VEGAS NV 89117 SFD 75.61 0.250 0.016
6994828 BENICIA CA 94510 SFD 94.98 13 0.250 0.016
6994831 YORBA LINDA CA 92886 SFD 80.00 0.250 0.016
6994832 ROWLAND HTS AREA CA 91748 PUD 89.98 12 0.250 0.016
6994834 PLEASANTON CA 94566 PUD 40.55 0.250 0.016
6994835 APTOS CA 95003 SFD 73.75 0.250 0.016
6994836 BRANCHVILLE NJ 07826 SFD 80.00 0.250 0.016
6994839 ASHLAND OR 97520 PUD 90.00 12 0.250 0.016
6994840 SHERWOOD OR 97140 SFD 43.97 0.250 0.016
6994842 PORTLAND OR 97201 SFD 90.00 11 0.250 0.016
6994844 OJAI CA 93023 SFD 50.00 0.250 0.016
6994845 CAMARILLO CA 93012 SFD 80.00 0.250 0.016
6994846 CHULA VISTA CA 91914 SFD 94.99 11 0.250 0.016
6994847 ROLLING HILLS ESTS CA 90274 SFD 80.00 0.250 0.016
6994849 CARLSBAD CA 92008 PUD 94.98 13 0.250 0.016
6994851 BOULDER CO 80303 SFD 50.00 0.250 0.016
6994852 SAN JOSE CA 95133 SFD 90.00 33 0.250 0.016
6994854 BUTTE MT 59701 SFD 83.87 33 0.250 0.016
6994858 NAPA CA 94558 SFD 90.00 13 0.250 0.016
6994859 WENHAM MA 01984 SFD 80.00 0.250 0.016
6994862 DULUTH MN 55803 SFD 84.21 12 0.250 0.016
6994866 LAKE ELMO MN 55042 SFD 79.42 0.250 0.016
6994869 WILMINGTON DE 19803 SFD 95.00 33 0.250 0.016
6994870 WESTFIELD NJ 07090 SFD 80.00 0.250 0.016
6994871 LINCOLN PARK NJ 07035 SFD 70.00 0.250 0.016
6994872 MINNETONKA MN 55345 SFD 84.98 33 0.250 0.016
6994873 EDINA MN 55424 SFD 80.00 0.250 0.016
6994875 OCEAN CITY NJ 08226 LCO 70.97 0.250 0.016
6994877 SIOUX FALLS SD 57108 SFD 64.53 0.250 0.016
6994880 PARK CITY UT 84098 SFD 66.60 0.250 0.016
6994887 LOOMIS CA 95650 PUD 64.76 0.250 0.016
6994888 FREMONT CA 94538 SFD 95.00 11 0.250 0.016
6994894 KATONAH NY 10589 SFD 80.00 0.250 0.016
6994897 BOURNE MA 02562 SFD 70.00 0.250 0.016
6994906 CHEVY CHASE MD 20815 SFD 79.28 0.250 0.016
6994912 ORONO MN 55356 SFD 84.21 16 0.250 0.016
6994913 WESTBOROUGH MA 01581 SFD 80.00 0.250 0.016
6994914 FLAGSTAFF AZ 86001 SFD 90.00 11 0.250 0.016
6994919 WALNUT CREEK CA 94595 SFD 80.00 0.250 0.016
6994920 SAN RAMON CA 94583 SFD 80.00 0.250 0.016
6994921 NEWTOWN CT 06470 SFD 67.13 0.250 0.016
6994925 SAN CLEMENTE CA 92673 LCO 90.00 16 0.250 0.016
6994927 CULVER CITY CA 90232 SFD 77.91 0.250 0.016
6994928 SAN DIEGO CA 92130 SFD 90.00 33 0.250 0.016
6994929 VALENCIA CA 91354 SFD 89.88 11 0.250 0.016
6994931 DULUTH GA 30136 SFD 88.44 17 0.250 0.016
6994932 HONOLULU HI 96816 MF2 69.00 0.250 0.016
6994933 EDMONDS WA 98020 SFD 50.00 0.250 0.016
6994941 YORKTOWN VA 23693 SFD 95.00 13 0.250 0.016
6994945 EDINA MN 55424 SFD 85.00 33 0.250 0.016
6994946 SOUTHERN PINES NC 28387 SFD 69.14 0.250 0.016
6994947 ORONO MN 55364 SFD 57.14 0.250 0.016
6994948 ALEXANDRIA VA 22314 SFD 80.00 0.250 0.016
6994950 PARK CITY UT 84060 LCO 54.22 0.250 0.016
6994951 THOUSAND OAKS CA 91362 SFD 75.39 0.250 0.016
6994953 BRAINTREE MA 02184 SFD 60.00 0.250 0.016
6994955 ONTARIO CA 91768 SFD 90.00 33 0.250 0.016
6994958 AURORA CO 80016 SFD 51.27 0.250 0.016
6994969 LITTLE ROCK AR 72212 SFD 80.00 0.250 0.016
6994972 CHAMPLIN MN 55316 SFD 74.63 0.250 0.016
6994974 MILLBURN NJ 07041 SFD 80.00 0.250 0.016
6994981 KINGSTON MA 02364 SFD 70.00 0.250 0.016
6994986 BLUEMONT VA 20135 SFD 79.86 0.250 0.016
6994987 GREAT FALLS VA 22066 SFD 80.00 0.250 0.016
6994988 LAS VEGAS NV 89117 SFD 75.00 0.250 0.016
6994996 TUCSON AZ 85718 SFD 30.28 0.250 0.016
6994997 BATESVILLE IN 47006 SFD 80.00 0.250 0.016
6994998 WATERTOWN MA 02172 SFD 90.00 33 0.250 0.016
6994999 MORRESTOWN NJ 08057 SFD 80.00 0.250 0.016
6995000 ESCONDIDO CA 92029 SFD 89.17 33 0.250 0.016
6995001 HUMMELSTOWN PA 17036 SFD 80.00 0.250 0.016
6995003 MONTGOMERY TWP NJ 08558 SFD 79.98 0.250 0.016
6995004 HOPE NJ 07844 SFD 95.00 33 0.250 0.016
6995006 SAN DIMAS CA 91773 SFD 80.00 0.250 0.016
6995007 GLASSBORO NJ 08028 SFD 65.89 0.250 0.016
6995008 CHARLOTTE NC 28210 SFD 61.28 0.250 0.016
6995009 HONOLULU HI 96818 SFD 90.00 33 0.250 0.016
6995016 NEWPORT BEACH CA 92625 SFD 67.16 0.250 0.016
6995017 OAKLAND CA 94611 SFD 90.00 06 0.250 0.016
6995019 ROSSMOOR CA 90720 SFD 80.00 0.250 0.016
6995021 COLORADO SPRINGS CO 80906 SFD 90.00 33 0.250 0.016
6995022 COLORADO SPRINGS CO 80906 SFD 68.39 0.250 0.016
6995024 GRANGER IN 46530 SFD 80.00 0.250 0.016
6995026 NORTHBORO MA 01532 SFD 80.00 0.250 0.016
6995027 PITTSFORD NY 14534 SFD 95.00 33 0.250 0.016
6995032 DAPHNE AL 36526 PUD 85.00 33 0.250 0.016
6995034 CORONADO CA 92118 SFD 80.00 0.250 0.016
6995036 GOLDEN CO 80403 SFD 74.54 0.250 0.016
6995037 UNION GROVE WI 53182 SFD 50.32 0.250 0.016
6995040 SCOTTSDALE AZ 85262 SFD 80.00 0.250 0.016
6995042 DURANGO CO 81301 SFD 51.16 0.250 0.016
6995043 BRIARCLIFF MANOR NY 10570 LCO 80.00 0.250 0.016
6995056 CAVE CREEK AZ 85331 SFD 75.00 0.250 0.016
6995064 GAITHERSBURG MD 20882 SFD 80.00 0.250 0.016
6995072 SAN JUAN CAPISTRANO CA 92675 SFD 80.00 0.250 0.016
6995078 WOODINVILLE WA 98072 SFD 69.07 0.250 0.016
6995081 GERMANTOWN TN 38138 SFD 75.29 0.250 0.016
6995082 FRANKLIN TN 37064 SFD 75.35 0.250 0.016
6995089 HAMPTON BAYS NY 11946 SFD 66.44 0.250 0.016
6995090 LA MESA CA 91941 SFD 66.95 0.250 0.016
6995093 PAPILLION NE 68046 SFD 74.84 0.250 0.016
6995096 SAN DIEGO CA 92130 PUD 74.99 0.250 0.016
6995098 IRVINE CA 92629 SFD 90.00 33 0.250 0.016
6995102 WEST COVINA CA 91790 SFD 93.22 03 0.250 0.016
6995103 LAKE OSWEGO OR 97035 SFD 79.84 0.250 0.016
6995107 SUNNYVALE CA 94087 SFD 62.86 0.250 0.016
6995108 BOISE ID 83704 SFD 80.00 0.250 0.016
6995109 BUTTE MT 59701 SFD 90.00 33 0.250 0.016
6995115 MILL CREEK WA 98012 SFD 80.00 0.250 0.016
6995118 BLOOMINGTON MN 55438 SFD 80.00 0.250 0.016
6995119 ASPEN CO 81611 SFD 25.00 0.250 0.016
6995193 MONUMENT CO 80132 SFD 80.00 0.250 0.016
6995211 BOULDER CO 80304 SFD 80.00 0.250 0.016
6995384 WESTFIELD NJ 07090 SFD 80.00 0.250 0.016
6995387 WASHINGTON TWP NJ 08080 SFD 70.00 0.250 0.016
6995410 DAKOTA DUNES SD 57059 SFD 54.67 0.250 0.016
6995422 MINNEAPOLIS MN 55405 SFD 65.11 0.250 0.016
6995452 BRANCHBURG TWNSP NJ 08876 SFD 79.99 0.250 0.016
6995586 GILBERT AZ 85234 SFD 80.00 0.250 0.016
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick, Maryland]
NASCOR
NMI / 1997-2 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ------------------------------------------------------------------------------------------------------------------------------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3155676 SOUTHBURY CT 06488 SFD 7.875 7.609 $448.46 360 1-Nov-22 $57,165.13
3574813 PLANTATION FL 33325 SFD 8.750 8.484 $2,753.45 360 1-Nov-26 $349,391.49
4456428 ORIENT NY 11957 SFD 8.000 7.734 $2,630.55 360 1-Dec-26 $358,017.30
4482967 LUDLOW VT 05149 LCO 8.125 7.859 $1,871.10 360 1-Dec-26 $251,669.18
4489012 DALLAS TX 75229 SFD 8.250 7.984 $3,856.46 360 1-Dec-25 $508,277.98
4493096 LOXAHATCHEE FL 33470 SFD 8.250 7.984 $1,081.07 360 1-Nov-26 $143,622.84
4493795 PORT JEFFERSON STN NY 11776 SFD 7.125 6.859 $1,323.86 360 1-May-26 $195,051.68
4497802 NESCONSET NY 11767 SFD 8.000 7.734 $1,085.98 360 1-Dec-26 $147,800.71
4501593 STATEN ISLAND NY 10302 SFD 8.500 8.234 $1,730.06 360 1-Jan-27 $224,863.69
4508159 SUFFERN NY 10901 SFD 8.875 8.609 $1,734.51 360 1-Jan-27 $217,877.78
4512220 BATON ROUGE LA 70809 SFD 8.375 8.109 $1,900.19 360 1-Jan-27 $249,844.60
4513644 MIAMI FL 33196 SFD 7.875 7.609 $1,993.94 360 1-Dec-26 $274,620.25
4513928 LEES SUMMIT MO 64081 SFD 9.250 8.984 $2,032.01 360 1-Dec-26 $246,742.91
4515007 LAKE CHARLES LA 70605 SFD 9.000 8.734 $2,180.53 360 1-Jan-27 $270,851.97
4517186 BASKING RIDGE NJ 07920 SFD 8.000 7.734 $1,614.29 360 1-Jan-27 $219,852.38
4518700 CUMMING GA 30130 SFD 8.625 8.359 $3,266.72 360 1-May-26 $417,703.01
4518762 HILTON HEAD ISLAND SC 29926 SFD 8.000 7.734 $880.52 360 1-Jan-27 $119,919.48
4526787 SOUTHAMPTON NY 11968 SFD 8.875 8.609 $1,682.00 360 1-Nov-26 $211,041.80
4527089 RIDGEWOOD NJ 07450 SFD 7.750 7.484 $2,655.39 360 1-Dec-26 $370,125.09
4527290 MILLER PLACE NY 11764 SFD 8.500 8.234 $1,412.50 360 1-Sep-26 $182,435.11
4528053 RONKONKOMA NY 11779 SFD 8.625 8.359 $707.79 360 1-Aug-26 $90,671.79
4530601 SOMERS NY 10536 SFD 8.000 7.734 $2,714.93 360 1-Jan-27 $369,751.74
4531512 DRESHER PA 19025 SFD 7.875 7.609 $1,043.74 360 1-Jan-27 $143,850.93
4533195 MILILANI HI 96789 SFD 8.500 8.234 $2,565.10 360 1-Aug-26 $332,365.71
4533494 MCKINNEY TX 75070 SFD 7.500 7.234 $1,865.16 360 1-Feb-27 $266,750.00
4534360 EUGENE OR 97401 SFD 7.875 7.609 $2,900.28 360 1-Jan-27 $399,724.72
4535004 LUDLOW VT 05149 LCO 8.375 8.109 $2,067.40 360 1-Jan-27 $271,830.93
4536288 TORRANCE CA 90503 SFD 9.125 8.859 $1,781.86 360 1-Aug-26 $218,154.42
4536830 CALABASH NC 28467 SFD 8.375 8.109 $601.95 240 1-Oct-16 $68,531.10
4537026 LIVINGSTON NJ 07039 SFD 8.000 7.734 $1,584.94 360 1-Nov-26 $215,361.60
4537339 YONKERS NY 10704 SFD 8.875 8.609 $1,750.42 360 1-Oct-26 $219,501.15
4537388 SALT LAKE CITY UT 84121 SFD 8.375 8.109 $2,128.20 360 1-Nov-26 $279,474.25
4537427 DAVIS CA 95616 SFD 8.500 8.234 $2,115.85 356 1-Aug-26 $274,155.83
4537461 SCOTTSDALE AZ 85259 SFD 8.875 8.609 $2,879.44 360 1-Sep-26 $360,870.44
4537490 SAN JOSE CA 95121 SFD 8.375 8.109 $1,658.86 360 1-Aug-26 $217,421.72
4537528 GRANVILLE NY 12832 SFD 8.375 8.109 $494.05 360 1-Jan-27 $64,959.60
4537571 KANEOHE HI 96744 SFD 8.625 8.359 $2,695.04 360 1-Aug-26 $345,250.31
4537641 FLUSHING NY 11358 SFD 8.625 8.359 $1,166.69 360 1-Jan-27 $149,911.44
4537716 DIX HILLS NY 11746 SFD 8.250 7.984 $2,839.79 360 1-Nov-26 $377,271.90
4537817 BOWIE MD 20721 SFD 8.250 7.984 $2,667.00 360 1-Jul-26 $353,382.32
4537980 BASTROP TX 78602 SFD 8.750 8.484 $1,416.06 360 1-Sep-26 $179,474.59
4538347 EAST HAMPTON CT 06424 SFD 8.625 8.359 $1,680.03 360 1-Sep-26 $215,353.11
4538385 RIDGEWOOD NJ 07450 SFD 8.250 7.984 $1,690.35 360 1-Oct-26 $224,420.17
4538966 SAN CLEMENTE CA 92672 SFD 8.250 7.984 $1,903.33 360 1-Nov-26 $252,862.01
4539357 MANITOU SPRINGS CO 80829 SFD 8.000 7.734 $1,907.79 360 1-Oct-26 $258,715.69
4539513 ASHBURN VA 22011 SFD 7.875 7.609 $1,578.11 360 1-Oct-26 $216,894.96
4539795 TORRANCE CA 90505 SFD 8.750 8.484 $1,783.84 360 1-Sep-26 $226,088.14
4539817 DOVE CANYON CA 92679 SFD 8.000 7.734 $1,907.79 360 1-Jan-27 $259,825.54
4539974 MISSION VIEJO CA 92692 SFD 8.750 8.484 $2,990.25 360 1-Nov-26 $379,439.14
4540118 BAYSIDE NY 11360 SFD 9.250 8.984 $2,106.05 360 1-Nov-26 $254,591.06
4540141 LUDLOW VT 05149 LCO 8.500 8.234 $1,814.64 360 1-Jan-27 $235,857.03
4540245 CARMEL IN 46033 SFD 8.750 8.484 $2,360.11 360 1-Oct-26 $299,301.98
4540279 MADISON OH 44057 SFD 8.500 8.234 $353.70 360 1-Dec-26 $45,944.07
4540328 WALNUT CREEK CA 94598 SFD 8.125 7.859 $2,857.13 360 1-Dec-26 $384,294.87
4540420 EATON CO 80615 SFD 8.250 7.984 $1,815.07 360 1-Oct-26 $239,960.44
4540493 WEST PALM BEACH FL 33411 SFD 8.750 8.484 $1,150.55 360 1-Sep-26 $145,366.04
4540511 CORTLANDT MANOR NY 10566 SFD 9.000 8.734 $1,818.45 360 1-Nov-26 $225,373.41
4540592 LAS VEGAS NV 89128 SFD 8.750 8.484 $653.75 360 1-Sep-26 $82,857.43
4540634 WEST BLOOMFIELD MI 48324 SFD 8.625 8.359 $1,923.87 360 1-Oct-26 $246,759.50
4540719 VENTURA CA 93003 SFD 8.250 7.984 $2,313.91 360 1-Nov-26 $307,406.71
4540730 MELBOURNE BEACH FL 32951 SFD 8.500 8.234 $1,683.92 360 1-Oct-26 $218,463.65
4540770 MIAMI FL 33176 SFD 8.750 8.484 $2,690.52 360 1-Oct-26 $341,204.27
4540943 NORTHRIDGE CA 91326 SFD 8.500 8.234 $1,691.61 360 1-Oct-26 $219,461.21
4541085 HOWELL NJ 07727 SFD 8.625 8.359 $1,761.31 360 1-Nov-26 $226,046.01
4541127 LAUDERDALE LAKES FL 33319 SFD 8.750 8.484 $601.83 360 1-Sep-26 $76,276.68
4541302 CHESTERFIELD MO 63005 SFD 7.625 7.359 $1,769.49 360 1-Jan-27 $249,819.05
4541312 NORTHPORT NY 11768 SFD 8.500 8.234 $1,653.16 360 1-Oct-26 $214,423.11
4541322 GLEN COVE NY 11542 SFD 8.500 8.234 $1,609.80 360 1-Dec-26 $209,105.44
4541326 ORANGEBURG NY 10962 SFD 8.375 8.109 $2,280.22 360 1-Jan-27 $299,813.53
4541571 PAGOSA SPRINGS CO 81147 SFD 8.500 8.234 $1,691.61 360 1-Oct-26 $219,461.20
4541637 AVON CT 06001 SFD 8.375 8.109 $2,090.20 360 1-Nov-26 $274,483.64
4541675 CALABASAS CA 91302 SFD 8.000 7.734 $2,788.31 360 1-Dec-26 $379,488.34
4542115 WEST PALM BEACH FL 33414 SFD 9.125 8.859 $4,068.17 360 1-Oct-26 $498,917.34
4542195 SAINT CHARLES IL 60174 SFD 8.500 8.234 $1,730.06 360 1-Jan-27 $224,863.69
4542224 ALPHARETTA GA 30201 PUD 8.750 8.484 $1,634.38 360 1-Oct-26 $207,266.59
4542281 VANCOUVER WA 98684 SFD 8.625 8.359 $1,779.20 360 1-Oct-26 $227,901.75
4542308 SALT LAKE CITY UT 84108 SFD 8.625 8.359 $2,138.93 360 1-Oct-26 $274,342.42
4542310 VIENNA VA 22182 SFD 8.250 7.984 $1,592.69 360 1-Oct-26 $211,453.63
4542735 AIRMONT NY 10952 SFD 8.750 8.484 $2,234.23 360 1-Dec-26 $282,564.00
4542777 HAMPTON BAYS NY 11946 SFD 8.500 8.234 $1,677.77 360 1-Oct-26 $217,665.60
4543053 BOUNTIFUL UT 84010 SFD 8.625 8.359 $1,679.25 360 1-Nov-26 $215,514.85
4543068 MINNETONKA MN 55343 SFD 8.500 8.234 $1,939.97 360 1-Dec-26 $251,977.30
4543093 HIGHLANDS RANCH CO 80126 SFD 8.500 8.234 $1,660.09 360 1-Oct-26 $215,371.23
4543102 SUMMERTON SC 29148 SFD 8.625 8.359 $1,736.42 360 1-Nov-26 $222,851.72
4543165 LAS VEGAS NV 89129 SFD 8.500 8.234 $1,845.40 360 1-Dec-26 $239,708.17
4543277 HONOLULU HI 96825 SFD 8.250 7.984 $2,854.81 360 1-Nov-26 $379,268.06
4543281 COMMACK NY 11725 SFD 9.125 8.859 $3,708.14 360 1-Nov-26 $455,016.83
4543368 FAIRFAX VA 22031 SFD 8.250 7.984 $1,656.54 360 1-Oct-26 $219,686.58
4543380 COOPER CITY FL 33330 SFD 8.500 8.234 $1,768.50 360 1-Sep-26 $229,293.39
4543460 WYCKOFF NJ 07481 SFD 8.375 8.109 $2,584.25 360 1-Nov-26 $339,361.57
4543572 ROLLING HILLS EST. CA 90274 SFD 8.500 8.234 $2,934.18 360 1-Nov-26 $380,901.53
4543609 GRAND JUNCTION CO 81503 SFD 8.375 8.109 $1,706.37 360 1-Nov-26 $224,073.49
4543679 BETHANY BEACH DE 19930 SFD 8.750 8.484 $2,753.46 360 1-Nov-26 $349,299.09
4543748 SAN JOSE CA 95132 SFD 8.375 8.109 $1,702.57 360 1-Oct-26 $223,437.20
4543865 LAS VEGAS NV 89128 SFD 8.500 8.234 $1,723.91 360 1-Dec-26 $223,927.38
4543874 MILPITAS CA 95035 SFD 8.000 7.734 $1,858.26 360 1-Dec-26 $252,909.01
4543944 NEW ROCHELLE NY 10804 SFD 8.125 7.859 $2,272.05 360 1-Jan-27 $305,799.82
4543969 TEWKSBURY NJ 08832 SFD 8.875 8.609 $3,341.71 360 1-Dec-26 $419,527.34
4543976 SOUTHLAKE TX 75092 SFD 8.250 7.984 $1,813.56 360 1-Nov-26 $240,885.02
4543991 REISTERTOWN MD 21136 SFD 8.875 8.609 $1,399.54 360 1-Dec-26 $175,702.05
4544045 SAN FRANCISCO CA 94114 SFD 8.500 8.234 $2,657.36 360 1-Aug-26 $344,321.38
4544046 ADDISON TX 75240 SFD 8.625 8.359 $2,661.21 360 1-Oct-26 $341,197.28
4544047 KNOXVILLE TN 37922 SFD 8.375 8.109 $1,862.18 360 1-Nov-26 $244,539.94
4544053 MASON OH 45040 SFD 8.875 8.609 $1,710.64 360 1-Nov-26 $214,635.70
4544115 YUCAIPA CA 92399 SFD 8.375 8.109 $1,588.56 360 1-Nov-26 $208,338.74
4544200 BEAVER CREEK CO 81620 LCO 8.250 7.984 $2,343.96 360 1-Oct-26 $311,195.92
4544204 SCOTTSDALE AZ 85255 SFD 8.375 8.109 $1,876.24 360 1-Nov-26 $246,386.49
4544215 MASTIC BEACH NY 11951 SFD 8.750 8.484 $495.62 360 1-Dec-26 $62,927.25
4544252 PHOENIX AZ 85020 SFD 8.625 8.359 $1,944.48 360 1-Oct-26 $249,399.46
4544273 LAKE OSWEGO OR 97035 SFD 8.375 8.109 $1,687.36 360 1-Oct-26 $221,442.26
4544298 ATLANTA GA 30327 SFD 8.250 7.984 $1,908.22 360 1-Nov-26 $253,355.16
4544360 OCEAN CITY NJ 08226 LCO 8.875 8.609 $1,756.78 360 1-Oct-26 $220,299.35
4544487 FOSTER CITY CA 94404 PUD 8.250 7.984 $1,748.57 360 1-Oct-26 $232,150.20
4544502 HENDERSON NV 89014 SFD 8.500 8.234 $1,743.13 360 1-Oct-26 $226,144.78
4544503 MIAMI FL 33176 SFD 8.625 8.359 $2,613.38 360 1-Oct-26 $335,197.89
4544523 OLYMPIA WA 98501 SFD 8.500 8.234 $1,740.82 360 1-Oct-26 $225,845.54
4544537 OLD BRIDGE NJ 08857 SFD 9.125 8.859 $1,073.59 360 1-Oct-26 $131,665.91
4544544 ASPEN CO 81611 SFD 8.625 8.359 $3,772.29 360 1-Nov-26 $484,134.76
4544554 BEAVER CREEK CO 81620 SFD 9.250 8.984 $4,113.38 360 1-Nov-26 $499,216.35
4544567 SPEONK NY 11972 SFD 8.875 8.609 $693.81 360 1-Feb-27 $87,200.00
4544716 POTOMAC MD 20854 SFD 8.250 7.984 $2,704.56 360 1-Nov-26 $359,306.57
4544724 LINCOLN PARK NJ 07035 SFD 8.750 8.484 $2,045.42 360 1-Dec-26 $259,699.73
4544776 RENO NV 89509 SFD 8.250 7.984 $1,641.52 360 1-Oct-26 $217,936.90
4544830 WESTHAMPTON NY 11977 SFD 8.250 7.984 $1,622.74 360 1-Nov-26 $215,583.93
4544832 STEWARTSTOWN PA 17363 SFD 8.250 7.984 $1,712.89 360 1-Dec-26 $227,708.22
4544960 GRANADA HILLS CA 91344 SFD 8.875 8.609 $1,718.60 360 1-Nov-26 $215,634.00
4545004 PENFIELD NY 14580 SFD 8.750 8.484 $1,321.66 360 1-Jan-27 $167,903.34
4545027 JERICHO NY 11753 SFD 8.500 8.234 $2,232.93 360 1-Dec-26 $289,846.19
4545097 DUBLIN OH 43017 SFD 8.500 8.234 $1,740.83 360 1-Nov-26 $225,785.60
4545156 CANTON MI 48188 SFD 8.500 8.234 $1,845.40 360 1-Oct-26 $239,412.19
4545175 OCEANSIDE NY 11572 SFD 8.500 8.234 $1,673.16 360 1-Nov-26 $217,201.71
4545179 FOREST HILLS NY 11375 MF2 8.375 8.109 $2,470.23 360 1-Dec-26 $324,594.59
4545190 FOREST HILLS NY 11375 SFD 9.250 8.984 $2,764.19 360 1-Dec-26 $335,650.28
4545309 MT JULIET TN 37122 SFD 8.625 8.359 $2,177.82 360 1-Nov-26 $279,500.46
4545338 BRENTWOOD TN 37027 SFD 8.125 7.859 $1,930.50 360 1-Dec-26 $258,949.41
4545378 NEW YORK NY 10021 HCO 8.125 7.859 $1,321.65 360 1-Dec-26 $177,766.33
4545421 RIVERDALE MD 20737 SFD 8.375 8.109 $1,687.36 360 1-Nov-26 $221,543.73
4545450 GOLDEN CO 80403 SFD 8.625 8.359 $1,900.92 360 1-Oct-26 $243,816.56
4545454 LANSDALE PA 19446 SFD 8.500 8.234 $1,699.30 360 1-Nov-26 $220,595.50
4545476 BRISTOL RI 02809 SFD 8.625 8.359 $583.34 360 1-Nov-26 $74,866.20
4545520 BOISE ID 83702 SFD 8.000 7.734 $4,259.51 360 1-Nov-26 $579,323.66
4545554 GILBERT AZ 85236 SFD 8.500 8.234 $1,673.92 360 1-Nov-26 $217,012.59
4545573 HALF MOON BAY CA 94019 SFD 8.625 8.359 $1,820.03 360 1-Dec-26 $233,722.70
4545579 WYCKOFF NJ 07481 SFD 8.500 8.234 $1,999.18 360 1-Dec-26 $259,683.86
4545594 MASSAPEQUA PARK NY 11762 SFD 8.625 8.359 $661.13 360 1-Nov-26 $84,797.98
4545616 WEST ISLIP NY 11795 SFD 8.375 8.109 $814.80 360 1-Dec-26 $107,066.27
4545617 LEWES DE 19958 SFD 7.625 7.359 $1,645.63 360 1-Jan-27 $232,331.71
4545710 ENUMCLAW WA 98022 SFD 8.000 7.734 $2,164.61 360 1-Dec-26 $294,602.80
4545715 SWAMPSCOTT MA 01907 SFD 8.125 7.859 $2,694.49 348 1-Oct-25 $358,897.93
4545821 BOULDER CO 80301 SFD 8.125 7.859 $2,280.95 360 1-Nov-26 $306,593.06
4545825 EAST HILLS NY 11577 SFD 7.875 7.609 $2,372.79 360 1-Dec-26 $326,798.10
4545829 SEARINGTOWN NY 11576 SFD 8.500 8.234 $2,029.93 360 1-Dec-26 $263,421.89
4545831 WEST WINDSOR NJ 08550 SFD 8.250 7.984 $2,404.06 360 1-Dec-26 $319,469.45
4545832 CORAL SPRINGS FL 33065 LCO 9.250 8.984 $250.09 360 1-Nov-26 $30,352.36
4545850 SMITHVILLE MO 64089 SFD 8.375 8.109 $2,085.64 360 1-Dec-26 $274,057.69
4545859 BOERNE TX 78006 SFD 8.375 8.109 $1,763.37 360 1-Dec-26 $231,710.59
4545889 BOWIE MD 20715 SFD 8.250 7.984 $1,652.79 360 1-Dec-26 $219,718.46
4545891 PEWAUKEE WI 53072 SFD 8.500 8.234 $2,941.09 360 1-Dec-26 $382,034.92
4545894 ELKTON MD 21921 SFD 8.500 8.234 $2,191.40 360 1-Dec-26 $284,653.48
4545895 EDGEWOOD KY 41017 SFD 8.000 7.734 $1,763.60 360 1-Dec-26 $240,026.39
4545903 PHOENIX AZ 85310 SFD 8.375 8.109 $1,960.99 360 1-Dec-26 $257,678.16
4545956 CASTLE HAYNE NC 28429 SFD 8.250 7.984 $1,833.09 360 1-Dec-26 $243,224.22
4545959 VAIL CO 81657 SFD 8.250 7.984 $3,606.08 360 1-Nov-26 $479,075.44
4545977 ORADELL NJ 07649 SFD 8.250 7.984 $1,983.34 360 1-Nov-26 $263,414.97
4545982 LAS VEGAS NV 89108 SFD 8.250 7.984 $1,622.74 360 1-Nov-26 $215,583.93
4546048 FORT WAYNE IN 46804 SFD 7.875 7.609 $1,710.44 360 1-Dec-26 $235,564.24
4546090 KENNESAW GA 30144 SFD 8.375 8.109 $1,925.64 360 1-Nov-26 $252,874.30
4546111 HERNDON VA 20171 SFD 8.750 8.484 $2,056.83 360 1-Nov-26 $260,995.42
4546149 GERMANTOWN MD 20876 SFD 9.375 9.109 $1,880.59 360 1-Nov-26 $225,754.77
4546297 SIGNAL MOUNTAIN TN 37377 SFD 8.375 8.109 $2,660.26 360 1-Nov-26 $349,342.78
4546352 PLEASANT VIEW UT 84414 SFD 8.500 8.234 $2,948.78 360 1-Nov-26 $382,798.09
4546365 YORKTOWN HEIGHTS NY 10566 SFD 8.375 8.109 $2,257.41 360 1-Dec-26 $296,629.51
4546379 HONOLULU HI 96817 LCO 8.250 7.984 $2,914.92 360 1-Nov-26 $387,252.63
4546393 WAYNE PA 19087 SFD 8.625 8.359 $3,780.06 360 1-Nov-26 $485,132.99
4546395 SURFSIDE FL 33154 SFD 7.750 7.484 $2,091.93 360 1-Dec-26 $291,586.47
4546402 FLAGSTAFF AZ 86004 SFD 8.375 8.109 $3,847.87 360 1-Dec-26 $505,618.47
4546507 MARBLEHEAD MA 01945 SFD 7.750 7.484 $2,298.66 240 1-Jan-17 $279,509.67
4546513 ORCHARD LAKE VILLAGE MI 48323 SFD 7.875 7.609 $2,059.20 360 1-Jan-27 $283,804.55
4546519 BEVERLY MA 01965 SFD 7.500 7.234 $2,349.37 360 1-Jan-27 $335,750.63
4546531 VALLEY STREAM NY 11580 SFD 8.875 8.609 $1,744.05 360 1-Nov-26 $218,828.62
4546562 VICKSBURG MS 39180 SFD 8.250 7.984 $1,622.74 360 1-Nov-26 $215,583.93
4546587 FAYETTEVILLE GA 30215 SFD 8.375 8.109 $1,761.47 360 1-Nov-26 $231,314.83
4546600 SANDY UT 84093 SFD 8.375 8.109 $1,660.00 360 1-Dec-26 $218,127.55
4546622 GARDEN GROVE CA 92640 SFD 9.250 8.984 $941.14 360 1-Nov-26 $114,220.71
4546670 PLEASANT VIEW UT 84414 SFD 8.500 8.234 $2,039.16 360 1-Dec-26 $264,877.54
4546710 HARTSDALE NY 10530 SFD 8.125 7.859 $1,002.38 360 1-Dec-26 $134,822.76
4546747 NEW ROCHELLE NY 10804 SFD 9.250 8.984 $2,270.58 360 1-Dec-26 $275,712.74
4546777 NORTH ROYALTON OH 44133 SFD 8.500 8.234 $1,876.39 345 1-Aug-25 $241,203.46
4546778 REISTERSTOWN MD 21136 SFD 8.250 7.984 $2,073.50 360 1-Dec-26 $275,646.79
4546785 EMERALD ISLE NC 28594 SFD 7.750 7.484 $2,192.23 360 1-Nov-26 $305,347.87
4546808 HEBRON MD 21830 SFD 8.750 8.484 $1,944.17 240 1-Dec-16 $219,317.52
4546845 WALNUT CREEK CA 94598 SFD 8.125 7.859 $2,361.14 360 1-Nov-26 $317,371.72
4546857 WOODLAND HILLS CA 91364 SFD 8.125 7.859 $1,982.47 360 1-Jan-27 $266,825.34
4546858 TIERRA VERDE FL 33715 LCO 8.500 8.234 $2,337.50 360 1-Nov-26 $303,443.57
4546860 KAILUA HI 96734 SFD 8.000 7.734 $4,072.40 360 1-Dec-26 $554,252.72
4546935 REHOBOTH BEACH DE 19971 SFD 8.250 7.984 $1,915.73 360 1-Dec-26 $254,673.68
4546944 BRONXVILLE NY 10708 SFD 8.500 8.234 $1,906.91 360 1-Dec-26 $247,698.45
4546967 CEDAR GROVE NJ 07009 LCO 8.500 8.234 $1,922.28 360 1-Nov-26 $249,542.44
4546974 SCOTTSDALE AZ 85255 SFD 8.500 8.234 $2,183.72 360 1-Dec-26 $283,453.26
4546989 HENDERSON NV 89014 SFD 8.125 7.859 $1,636.10 360 1-Sep-26 $219,619.25
4547052 SOUTHBURY CT 06488 SFD 7.875 7.609 $1,624.16 360 1-Dec-26 $223,690.67
4547067 ELKTON MD 21921 SFD 8.375 8.109 $2,120.99 360 1-Oct-26 $278,348.90
4547091 CORVALLIS OR 97330 SFD 8.125 7.859 $1,609.36 360 1-Nov-26 $216,135.16
4547096 RAMSEY MN 55303 SFD 8.125 7.859 $1,727.05 360 1-Nov-26 $232,140.44
4547107 CORVALLIS MT 59828 SFD 8.125 7.859 $1,989.90 360 1-Nov-26 $267,470.47
4547137 PARK RIDGE NJ 07656 SFD 8.375 8.109 $2,135.80 360 1-Dec-26 $280,649.48
4547144 LITTLE ROCK AR 72211 SFD 8.125 7.859 $2,821.49 360 1-Nov-26 $379,249.22
4547168 LONG BEACH NY 11561 SFD 7.875 7.609 $1,602.41 360 1-Jan-27 $220,847.90
4547204 DOWNEY CA 90240 SFD 8.500 8.234 $1,665.47 360 1-Nov-26 $216,203.54
4547207 WILLIAMSBURG VA 23185 SFD 8.500 8.234 $1,662.78 360 1-Oct-26 $215,720.38
4547212 BURLINGAME CA 94010 SFD 8.375 8.109 $3,101.10 360 1-Nov-26 $407,233.89
4547235 SAN ANTONIO TX 78209 SFD 8.000 7.734 $3,046.60 360 1-Jan-27 $414,921.40
4547243 PLYMOUTH PA 18651 SFD 8.625 8.359 $484.17 360 1-Jan-27 $62,213.25
4547249 VIRGINIA BEACH VA 23456 SFD 8.500 8.234 $1,660.86 360 1-Oct-26 $215,470.97
4547251 ZEPHYR COVE NV 89448 SFD 8.125 7.859 $1,841.39 360 1-Dec-26 $247,674.46
4547303 BROOKLYN NY 11210 SFD 8.250 7.984 $2,103.55 360 1-Dec-26 $279,641.67
4547337 BOULDER CO 80302 SFD 8.000 7.734 $2,054.54 360 1-Nov-26 $279,432.61
4547343 RICHMOND VA 23226 SFD 8.000 7.734 $1,830.75 360 1-Nov-26 $248,994.40
4547367 DALLAS TX 75248 SFD 8.375 8.109 $7,448.71 360 1-Nov-26 $978,159.83
4547379 NEWTON MA 02159 SFD 8.500 8.234 $3,183.30 360 1-Jan-27 $413,749.20
4547457 PLANO TX 75093 SFD 8.125 7.859 $2,227.49 360 1-Jan-27 $299,803.76
4547473 GERMANTOWN TN 38138 SFD 8.375 8.109 $2,090.20 360 1-Dec-26 $274,656.95
4547477 CINCINNATI OH 45243 SFD 8.000 7.734 $2,935.06 360 1-Jan-27 $399,731.61
4547485 BEND OR 97701 SFD 8.000 7.734 $1,687.66 360 1-Dec-26 $229,690.31
4547488 SUDBURY MA 01776 SFD 7.875 7.609 $2,436.24 360 1-Dec-26 $332,578.77
4547492 PALO ALTO CA 94306 SFD 7.750 7.484 $2,057.54 360 1-Nov-26 $286,587.95
4547508 BASKING RIDGE NJ 07920 SFD 8.250 7.984 $2,846.55 360 1-Nov-26 $378,170.17
4547518 ARLINGTON HEIGHTS IL 60004 SFD 8.375 8.109 $2,460.36 360 1-Dec-26 $323,296.19
4547519 SOUTH RIVER NJ 08882 SFD 8.750 8.484 $2,054.86 360 1-Nov-26 $260,745.88
4547534 BELLEVUE WA 98006 SFD 8.000 7.734 $1,650.98 360 1-Oct-26 $224,390.01
4547566 JACKSONVILLE BEACH FL 32250 SFD 8.750 8.484 $3,241.21 360 1-Oct-26 $411,041.41
4547588 CARTERSVILLE GA 30120 SFD 8.250 7.984 $1,779.00 360 1-Nov-26 $236,343.89
4547593 SOUTH JORDAN UT 84095 SFD 8.625 8.359 $2,488.93 360 1-Nov-26 $319,429.12
4547601 GERMANTOWN MD 20876 SFD 8.125 7.859 $1,962.80 360 1-Oct-26 $263,651.22
4547608 RAMSEY NJ 07446 SFD 8.500 8.234 $1,999.18 360 1-Dec-26 $259,683.86
4547630 WAVES NC 27982 SFD 8.625 8.359 $1,166.69 360 1-Nov-26 $149,732.39
4547635 PACIFICA CA 94044 SFD 8.500 8.234 $2,319.04 360 1-Nov-26 $301,048.00
4547644 PHOENIX AZ 85018 SFD 8.000 7.734 $1,951.81 360 1-Nov-26 $265,460.99
4547650 POWAY CA 92064 SFD 8.375 8.109 $1,756.53 360 1-Nov-26 $230,666.05
4547668 BOONTON NJ 07005 SFD 8.250 7.984 $1,622.74 360 1-Jan-27 $215,862.26
4547684 SWANTON MD 21561 SFD 8.375 8.109 $1,900.19 360 1-Dec-26 $249,688.12
4547687 CROTON-ON-HUDSON NY 10520 SFD 8.500 8.234 $2,245.23 360 1-Jan-27 $291,823.10
4547710 BETHEL CT 06801 SFD 8.000 7.734 $1,320.78 360 1-Jan-27 $179,879.22
4547763 KENDALL PARK NJ 08824 SFD 9.000 8.734 $2,067.88 360 1-Nov-26 $256,575.69
4547765 SANTA MONICA CA 90405 SFD 8.375 8.109 $1,991.39 360 1-Nov-26 $261,508.03
4547848 ZIGZAG OR 97049 SFD 8.375 8.109 $1,808.98 360 1-Nov-26 $237,553.09
4547886 ALPHARETTA GA 30201 SFD 8.875 8.609 $964.33 360 1-Nov-26 $120,994.63
4547894 MARIETTA GA 30066 SFD 8.750 8.484 $723.76 360 1-Nov-26 $91,840.06
4547937 CAMBRIDGE MA 02138 SFD 8.375 8.109 $2,109.21 360 1-Dec-26 $277,153.81
4547951 OWENS CROSS ROADS AL 35763 SFD 7.875 7.609 $2,070.07 360 1-Nov-26 $284,906.69
4548023 LOS ANGELES CA 90068 SFD 8.250 7.984 $1,821.08 360 1-Dec-26 $242,089.78
4548027 KAYSVILLE UT 84037 SFD 8.000 7.734 $1,847.26 360 1-Nov-26 $251,239.83
4548030 CAMARILLO CA 93010 SFD 8.250 7.984 $1,652.79 360 1-Nov-26 $219,576.23
4548036 PACIFIC PALISADES CA 90272 SFD 8.000 7.734 $4,769.47 360 1-Dec-26 $649,124.82
4548084 OLD GREENWICH CT 06870 SFD 8.000 7.734 $1,614.29 360 1-Dec-26 $219,703.77
4548110 NORTH HALEDON NJ 07508 SFD 8.500 8.234 $1,222.57 360 1-Dec-26 $158,806.68
4548168 BOSTON MA 02115 HCO 8.000 7.734 $2,542.50 360 1-Nov-26 $345,797.84
4548172 SOUTHBURY CT 06488 SFD 8.125 7.859 $1,009.80 360 1-Dec-26 $135,821.46
4548178 BURKE VA 22015 SFD 7.750 7.484 $1,604.77 360 1-Dec-26 $223,682.78
4548192 NEWTONVILLE MA 02160 SFD 7.875 7.609 $2,175.21 360 1-Dec-26 $299,585.73
4548223 PORTLAND OR 97201 SFD 8.000 7.734 $2,283.48 360 1-Dec-26 $310,668.45
4548300 KINDERHOOK NY 12106 SFD 8.875 8.609 $596.74 360 1-Dec-26 $74,915.59
4548339 MANSFIELD TX 76063 SFD 8.000 7.734 $1,614.28 360 1-Nov-26 $219,554.20
4548381 DULUTH GA 30155 SFD 8.125 7.859 $1,918.61 360 1-Dec-26 $258,060.81
4548405 NEWTON MA 02168 SFD 8.625 8.359 $2,322.29 360 1-Dec-26 $298,221.17
4548436 KING OF PRUSSIA PA 19406 SFD 7.875 7.609 $1,683.25 360 1-Dec-26 $231,829.42
4548471 BEND OR 97701 SFD 8.000 7.734 $2,348.05 360 1-Dec-26 $319,569.13
4548478 DRAPER UT 84020 SFD 8.750 8.484 $2,635.45 360 1-Dec-26 $334,613.10
4548548 MORGANVILLE NJ 07751 SFD 7.750 7.484 $1,791.04 360 1-Dec-26 $249,645.94
4548560 MINDEN NV 89423 SFD 8.625 8.359 $1,750.03 360 1-Nov-26 $224,598.60
4548590 WINSTED CT 06098 SFD 9.125 8.859 $1,269.27 360 1-Dec-26 $155,833.33
4548668 PURCHASE NY 10577 SFD 8.125 7.859 $2,041.87 360 1-Dec-26 $274,639.00
4548730 MAPLE GROVE MN 55311 SFD 8.125 7.859 $1,618.64 360 1-Dec-26 $217,713.84
4548746 BATON ROUGE LA 70810 SFD 8.250 7.984 $1,878.17 360 1-Nov-26 $249,518.44
4548752 FORT WORTH TX 76109 SFD 8.375 8.109 $1,824.18 360 1-Nov-26 $239,549.33
4548764 FOREST HILLS NY 11375 SFD 8.625 8.359 $2,286.71 360 1-Jan-27 $293,826.42
4548809 HOUSTON TX 77024 SFD 8.375 8.109 $2,356.23 360 1-Nov-26 $309,417.90
4548896 BASALT CO 81621 SFD 8.125 7.859 $3,229.87 360 1-Dec-26 $434,428.96
4548904 CENTREVILLE MD 21617 SFD 8.625 8.359 $2,457.82 360 1-Dec-26 $315,625.52
4548912 ARLINGTON VA 22207 SFD 7.625 7.359 $1,670.39 360 1-Nov-26 $235,484.33
4548919 ASPEN CO 81611 SFD 8.000 7.734 $3,668.82 360 1-Dec-26 $499,326.80
4549007 SAN JOSE CA 95135 SFD 8.375 8.109 $1,922.98 360 1-Nov-26 $252,524.95
4549045 HIGHLANDS RANCH CO 80126 SFD 8.250 7.984 $2,599.38 360 1-Nov-26 $345,108.34
4549070 CENTERPORT NY 11721 SFD 8.000 7.734 $4,549.35 360 1-Dec-26 $619,165.20
4549078 WEST FALMOUTH MA 02574 SFD 8.000 7.734 $1,614.29 360 1-Dec-26 $219,703.77
4549081 BOCA RATON FL 33432 SFD 8.250 7.984 $4,507.60 360 1-Dec-26 $599,232.17
4549117 DENVER CO 80210 SFD 8.125 7.859 $1,811.70 360 1-Dec-26 $243,679.68
4549126 MONROE CT 06468 SFD 8.125 7.859 $1,770.86 360 1-Jan-27 $238,343.98
4549140 HOOVER AL 35242 SFD 8.500 8.234 $3,844.57 360 1-Nov-26 $498,223.98
4549148 RESTON VA 20191 SFD 7.875 7.609 $2,046.15 360 1-Dec-26 $281,810.30
4549175 WILTON CT 06897 SFD 7.750 7.484 $1,791.03 360 1-Jan-27 $249,823.55
4549188 ARLINGTON VA 22201 SFD 8.250 7.984 $2,389.03 360 1-Dec-26 $317,593.05
4549194 ALPHARETTA GA 30201 SFD 8.375 8.109 $4,180.40 360 1-Nov-26 $548,967.24
4549254 APTOS CA 95003 SFD 8.625 8.359 $1,680.03 360 1-Nov-26 $215,594.40
4549270 BOSTON MA 02111 HCO 8.375 8.109 $858.89 360 1-Nov-26 $112,787.79
4549299 LAKEVILLE MN 55044 SFD 8.125 7.859 $2,247.78 240 1-Dec-16 $265,356.90
4549309 LOS GATOS CA 95032 SFD 8.125 7.859 $2,041.87 360 1-Jan-27 $274,820.11
4549326 FT LAUDERDALE FL 33305 SFD 8.500 8.234 $1,972.26 360 1-Dec-26 $256,187.46
4549405 SUMMIT NJ 07901 SFD 7.750 7.484 $2,349.83 360 1-Jan-27 $327,768.50
4549423 MAMMOTH LAKES CA 93546 SFD 8.750 8.484 $1,762.21 360 1-Nov-26 $223,572.75
4549451 SCOTTSDALE AZ 85255 SFD 8.250 7.984 $2,216.24 360 1-Jan-27 $294,811.89
4549551 FLUSHING NY 11358 SFD 7.875 7.609 $1,905.48 360 1-Nov-26 $262,253.86
4549580 SHELTON WA 98584 SFD 8.625 8.359 $1,750.03 360 1-Nov-26 $224,506.73
4549589 BEDFORD MA 01730 SFD 8.750 8.484 $2,054.47 360 1-Dec-26 $260,848.40
4549596 NASHVILLE TN 37215 SFD 8.000 7.734 $1,659.04 360 1-Nov-26 $225,641.83
4549600 COLLIERVILLE TN 38017 SFD 8.000 7.734 $1,914.39 360 1-Nov-26 $260,371.33
4549609 HOLLYWOOD MD 20636 SFD 8.000 7.734 $2,113.25 360 1-Nov-26 $287,416.37
4549612 EAST NORTHPORT NY 11731 SFD 9.000 8.734 $907.62 360 1-Jan-27 $112,738.38
4549617 MORGANTOWN WV 26505 SFD 8.250 7.984 $2,952.48 360 1-Dec-26 $392,497.07
4549625 TUSCON AZ 85715 PUD 8.500 8.234 $640.50 360 1-Nov-26 $83,147.55
4549634 HIAWASSEE GA 30546 SFD 8.125 7.859 $1,656.88 360 1-Dec-26 $222,857.08
4549645 AUSTIN TX 78759 SFD 7.875 7.609 $1,716.24 360 1-Dec-26 $236,031.90
4549650 LITTLETON CO 80126 SFD 8.000 7.734 $2,377.40 360 1-Nov-26 $323,343.44
4549661 PALO ALTO CA 94306 SFD 8.250 7.984 $4,000.50 360 1-Jan-27 $532,160.44
4549676 GARDEN CITY NY 11530 SFD 7.875 7.609 $906.34 360 1-Dec-26 $124,827.38
4549785 WOODLAND HILLS CA 91367 SFD 8.375 8.109 $2,614.65 360 1-Dec-26 $343,570.87
4549798 WHEATLEY HEIGHTS NY 11798 SFD 8.250 7.984 $961.62 360 1-Dec-26 $127,836.20
4549810 SANFORD FL 32771 SFD 8.500 8.234 $2,675.82 360 1-Dec-26 $347,576.87
4549869 VALENCIA AREA CA 91354 SFD 8.625 8.359 $1,726.70 360 1-Nov-26 $221,603.94
4549878 CREVE COEUR MO 63141 SFD 8.125 7.859 $1,856.24 360 1-Jan-27 $249,836.47
4549919 ORIENT NY 11957 SFD 8.000 7.734 $3,301.94 360 1-Jan-27 $449,698.06
4549958 LEESBURG VA 22075 SFD 7.875 7.609 $1,612.56 360 1-Oct-26 $221,781.71
4549987 GUERNEVILLE CA 95446 SFD 8.125 7.859 $1,752.30 360 1-Dec-26 $235,659.99
4549990 GLASTONBURY CT 06033 SFD 7.875 7.609 $2,002.65 360 1-Jan-27 $276,009.91
4550055 DALLAS TX 75220 SFD 7.750 7.484 $3,415.86 360 1-Jan-27 $476,463.47
4550057 SAN JOSE CA 95125 SFD 8.500 8.234 $2,283.68 360 1-Dec-26 $296,638.87
4550082 PORTLAND OR 97229 SFD 7.875 7.609 $2,319.65 360 1-Nov-26 $319,053.82
4550088 BROOMFIELD CO 80021 SFD 8.000 7.734 $1,614.28 360 1-Dec-26 $219,703.79
4550128 BEDFORD NH 03110 SFD 7.750 7.484 $2,690.97 354 1-Jun-26 $373,447.11
4550140 CASTRO VALLEY CA 94552 SFD 7.875 7.609 $2,016.79 360 1-Dec-26 $277,765.88
4550142 WASHINGTON DC 20007 SFD 8.125 7.859 $1,877.03 360 1-Nov-26 $252,199.87
4550206 SPRING LAKE MI 49456 SFD 9.000 8.734 $804.62 360 1-Nov-26 $99,834.91
4550262 LAYTON UT 84040 SFD 8.500 8.234 $2,091.44 360 1-Nov-26 $271,502.17
4550285 NEWPORT BEACH CA 92625 SFD 8.125 7.859 $3,192.74 360 1-Dec-26 $429,420.96
4550290 NEW PRAGUE MN 56071 SFD 8.125 7.859 $1,991.16 360 1-Nov-26 $267,640.16
4550291 DRAPER UT 84020 SFD 8.375 8.109 $1,656.96 360 1-Dec-26 $217,728.05
4550294 SOUTHLAKE TX 76092 SFD 7.500 7.234 $1,792.44 360 1-Nov-26 $255,768.06
4550300 POTOMAC MD 20854 PUD 8.125 7.859 $1,936.80 360 1-Dec-26 $260,507.59
4550304 ALEXANDRIA VA 22310 SFD 8.000 7.734 $1,718.48 360 1-Dec-26 $233,884.66
4550306 MCLEAN VA 22101 SFD 8.250 7.984 $4,079.38 360 1-Dec-26 $542,305.11
4550368 WELLESLEY MA 02181 SFD 8.375 8.109 $2,850.28 360 1-Dec-26 $374,532.19
4550408 SILVER SPRING MD 20904 SFD 8.250 7.984 $1,923.24 360 1-Jan-27 $255,836.76
4550428 WOODBURY CT 06798 SFD 7.875 7.609 $1,703.92 360 1-Jan-27 $234,438.27
4550437 TUCSON AZ 85749 SFD 8.125 7.859 $1,882.97 360 1-Dec-26 $252,267.10
4550439 LOS ANGELES CA 90048 SFD 8.125 7.859 $1,768.26 360 1-Dec-26 $237,837.37
4550442 SANDY UT 84093 SFD 8.625 8.359 $1,695.59 360 1-Dec-26 $217,741.65
4550506 HOUSTON TX 77005 SFD 8.250 7.984 $1,626.87 360 1-Nov-26 $216,132.89
4550511 NEW CITY NY 10956 SFD 8.000 7.734 $1,532.11 360 1-Jan-27 $208,659.89
4550519 DULUTH GA 30136 SFD 8.125 7.859 $3,563.99 360 1-Dec-26 $479,369.89
4550537 LOS ANGELES CA 91326 SFD 8.375 8.109 $2,014.19 360 1-Nov-26 $264,502.41
4550587 AUSTIN TX 78731 SFD 8.250 7.984 $3,333.37 360 1-Nov-26 $442,845.35
4550617 SOUTH BRUNSWICK NJ 08824 SFD 7.875 7.609 $1,612.56 360 1-Nov-26 $221,937.80
4550635 RANCHO CUCAMONGA CA 91701 SFD 7.875 7.609 $2,410.86 360 1-Nov-26 $331,809.00
4550640 SAN RAMON CA 94583 SFD 8.125 7.859 $1,868.50 360 1-Dec-26 $251,319.66
4550642 MIDDLESEX TOWNSHIP PA 17013 SFD 8.875 8.609 $3,819.10 360 1-Dec-26 $479,459.81
4550662 MILL CREEK WA 98012 SFD 8.000 7.734 $2,971.75 360 1-Dec-26 $404,454.66
4550667 CHANHASSEN MN 55317 SFD 8.000 7.734 $2,201.30 360 1-Dec-26 $299,596.06
4550707 PELHAM MANOR NY 10803 SFD 8.500 8.234 $2,706.58 360 1-Jan-27 $351,786.75
4550719 COMMACK NY 11725 SFD 8.250 7.984 $757.28 360 1-Jan-27 $100,735.72
4550742 THE DALLES OR 97058 SFD 7.375 7.109 $712.78 360 1-Dec-26 $102,941.84
4550751 MORGAN HILL CA 95037 SFD 8.500 8.234 $1,652.40 360 1-Nov-26 $214,506.66
4550785 MISSION VIEJO CA 92691 SFD 8.750 8.484 $1,416.06 360 1-Dec-26 $179,792.12
4550842 LAKELAND TN 38002 SFD 8.125 7.859 $1,670.62 360 1-Jan-27 $224,852.82
4550868 GARDEN CITY NY 11530 SFD 8.000 7.734 $1,981.17 360 1-Feb-27 $270,000.00
4550909 CENTERVILLE UT 84014 SFD 7.375 7.109 $1,498.77 360 1-Dec-26 $216,668.74
4550959 LAGUNA HILLS CA 92653 SFD 8.500 8.234 $2,450.92 360 1-Nov-26 $318,166.57
4550966 ALBUQUERQUE NM 87111 SFD 8.250 7.984 $1,960.81 360 1-Nov-26 $260,497.26
4550994 MEMPHIS TN 38111 SFD 7.875 7.609 $2,211.46 360 1-Dec-26 $304,578.83
4551060 BRIGHTON MI 48116 SFD 8.250 7.984 $1,614.47 360 1-Dec-26 $214,625.00
4551131 CHILLICOTHE OH 45601 SFD 8.250 7.984 $1,652.79 360 1-Nov-26 $219,303.40
4551144 SCOTTSDALE AZ 85259 SFD 8.250 7.984 $2,854.82 360 1-Dec-26 $378,891.36
4551152 BROOKLYN NY 11234 MF2 8.500 8.234 $2,179.87 360 1-Jan-27 $283,328.25
4551155 EAST NORTHPORT NY 11731 SFD 8.375 8.109 $1,900.45 240 1-Jan-17 $220,641.95
4551157 ALAMO HEIGHTS TX 78209 SFD 8.375 8.109 $2,918.68 360 1-Nov-26 $383,278.95
4551201 COLUMBUS OH 43221 SFD 8.250 7.984 $2,824.77 360 1-Dec-26 $375,518.81
4551205 AURORA CO 80015 SFD 7.875 7.609 $2,009.89 360 1-Dec-26 $276,817.22
4551230 MARSHFIELD MA 02050 SFD 8.500 8.234 $1,922.29 360 1-Dec-26 $249,696.02
4551232 ATLANTA GA 30324 SFD 8.125 7.859 $1,877.04 360 1-Jan-27 $252,634.63
4551346 SCOTTSDALE AZ 85258 LCO 8.625 8.359 $1,680.03 360 1-Nov-26 $215,614.65
4551379 EAST QUOGUE NY 11942 SFD 8.750 8.484 $1,003.04 360 1-Dec-26 $127,352.76
4551388 HUNTINGTON NY 11743 SFD 8.125 7.859 $1,618.65 360 1-Jan-27 $217,857.39
4551426 SOUTH PASADENA CA 91030 SFD 8.500 8.234 $2,583.55 360 1-Dec-26 $335,591.46
4551445 HAYWARD CA 94541 SFD 8.875 8.609 $1,782.65 360 1-Nov-26 $223,670.37
4551458 TIFTON GA 31794 SFD 7.875 7.609 $1,827.17 360 1-Jan-27 $251,826.58
4551465 SAN JOSE CA 95124 SFD 7.875 7.609 $2,610.25 360 1-Jan-27 $359,752.25
4551469 SAN DIEGO CA 92103 SFD 8.625 8.359 $1,736.42 360 1-Nov-26 $222,851.71
4551487 SAN ANTONIO TX 78248 SFD 8.125 7.859 $1,796.29 360 1-Dec-26 $241,607.42
4551490 CROSS RIVER NY 10518 SFD 7.875 7.609 $2,204.22 360 1-Jan-27 $303,790.78
4551517 RESTON VA 20190 SFD 7.875 7.609 $2,119.38 360 1-Nov-26 $291,677.45
4551521 ENCINO CA 91436 SFD 8.125 7.859 $5,197.49 360 1-Dec-26 $699,081.09
4551525 GREEN OAKS IL 60048 SFD 8.000 7.734 $1,834.42 360 1-Dec-26 $249,663.38
4551543 TUCSON AZ 85718 SFD 8.125 7.859 $2,079.00 360 1-Nov-26 $279,446.77
4551551 SEATTLE WA 98136 SFD 7.750 7.484 $1,705.06 360 1-Dec-26 $237,519.96
4551554 SOMERS NY 10589 SFD 7.875 7.609 $1,885.18 360 1-Jan-27 $259,821.07
4551566 MANHATTAN BEACH CA 90266 SFD 7.875 7.609 $4,169.15 360 1-Dec-26 $574,205.98
4551581 GREAT FALLS VA 22033 SFD 7.875 7.609 $3,139.56 360 1-Dec-26 $432,200.73
4551593 HUNTINGTOWN MD 20639 SFD 8.000 7.734 $2,201.30 360 1-Dec-26 $299,596.06
4551708 NEW BRAUNFELS TX 78130 SFD 7.250 6.984 $1,623.58 360 1-Jan-27 $237,814.34
4551713 VALENCIA CA 91354 SFD 8.500 8.234 $2,144.50 360 1-Jan-27 $278,731.04
4551723 VIENNA VA 22182 SFD 7.875 7.609 $1,573.41 360 1-Feb-27 $217,000.00
4551794 LAYTON UT 84041 SFD 8.000 7.734 $3,639.47 360 1-Dec-26 $495,332.18
4551824 ALPINE UT 84004 SFD 8.375 8.109 $2,128.20 360 1-Nov-26 $279,474.25
4551876 OXNARD CA 93030 SFD 8.250 7.984 $1,908.22 360 1-Dec-26 $253,574.26
4551879 DARBY MT 59829 SFD 8.250 7.984 $2,103.55 360 1-Dec-26 $279,641.67
4551882 TEMPE AZ 85284 SFD 8.125 7.859 $2,754.66 360 1-Jan-27 $370,757.32
4551883 VILLA HILLS KY 41017 SFD 7.875 7.609 $1,722.04 360 1-Dec-26 $237,172.03
4551889 DRAPER UT 84020 SFD 8.250 7.984 $2,402.55 360 1-Jan-27 $319,596.08
4551891 ALPHARETTA GA 30202 SFD 8.500 8.234 $2,213.71 360 1-Dec-26 $287,549.93
4551913 KINGSTON WA 98346 SFD 8.000 7.734 $1,614.28 360 1-Dec-26 $219,703.79
4551927 BUXTON OR 97109 SFD 8.000 7.734 $1,922.10 360 1-Jan-27 $261,774.23
4552035 MILLBURN NJ 07078 SFD 7.750 7.484 $2,149.24 360 1-Jan-27 $299,788.26
4552038 DALLAS TX 75240 SFD 7.875 7.609 $2,900.28 360 1-Jan-27 $399,724.72
4552051 COMMACK NY 11725 SFD 8.625 8.359 $1,095.13 360 1-Jan-27 $140,716.87
4552054 SCARSDALE NY 10583 SFD 8.625 8.359 $1,734.48 360 1-Dec-26 $222,735.72
4552090 LOS GATOS CA 95030 SFD 7.875 7.609 $2,030.20 360 1-Dec-26 $279,593.41
4552098 NOVI MI 48375 SFD 8.625 8.359 $1,745.37 360 1-Jan-27 $224,267.51
4552099 IRVINE CA 92620 SFD 8.000 7.734 $2,552.41 360 1-Dec-26 $347,381.62
4552133 THORNWOOD NY 10594 SFD 7.875 7.609 $1,964.94 360 1-Dec-26 $270,625.77
4552165 LIVERMORE CA 94550 SFD 8.250 7.984 $2,358.98 360 1-Dec-26 $313,598.16
4552172 APPLETON WI 54915 SFD 8.250 7.984 $1,878.17 360 1-Jan-27 $249,840.58
4552175 NEPONSIT NY 11694 SFD 8.250 7.984 $1,953.29 360 1-Dec-26 $259,667.28
4552178 SAN JOSE CA 95131 SFD 8.125 7.859 $1,782.00 360 1-Dec-26 $239,684.94
4552200 DIAMOND BAR CA 91765 SFD 8.125 7.859 $1,672.47 360 1-Dec-26 $224,954.32
4552208 MENDHAM NJ 07945 SFD 8.000 7.734 $1,981.17 360 1-Dec-26 $269,636.45
4552215 FREMONT CA 94539 SFD 8.000 7.734 $2,054.55 360 1-Dec-26 $279,622.98
4552234 ROSELLE IL 60172 SFD 8.125 7.859 $1,848.82 360 1-Jan-27 $248,837.12
4552243 FAIRFAX STATION VA 22039 SFD 8.625 8.359 $3,188.94 360 1-Jan-27 $409,757.94
4552257 MILLSTONE NJ 08535 SFD 7.750 7.484 $1,705.06 360 1-Dec-26 $237,662.97
4552259 ROSLYN HEIGHTS NY 11577 SFD 7.500 7.234 $1,678.11 360 1-Dec-26 $239,642.67
4552261 SHRUB OAK NY 10588 SFD 8.125 7.859 $2,352.23 360 1-Jan-27 $316,592.77
4552262 ALEXANDRIA VA 22311 PUD 8.000 7.734 $1,741.22 360 1-Dec-26 $236,980.50
4552267 SAN ANTONIO TX 78217 SFD 8.375 8.109 $1,900.19 360 1-Nov-26 $249,530.56
4552272 SCOTTSDALE AZ 85259 SFD 8.000 7.734 $1,995.84 360 1-Dec-26 $271,633.77
4552275 PARKER CO 80134 SFD 8.125 7.859 $1,666.02 360 1-Dec-26 $223,703.68
4552302 NAMPA ID 83686 SFD 7.750 7.484 $2,579.08 360 1-Dec-26 $359,490.20
4552304 MONTE SERENO CA 95030 SFD 7.875 7.609 $3,625.35 360 1-Jan-27 $499,655.90
4552311 PHOENIX AZ 85021 SFD 8.500 8.234 $2,229.85 360 1-Dec-26 $288,073.63
4552320 WESTPORT CT 06880 SFD 8.000 7.734 $2,494.80 360 1-Dec-26 $339,542.22
4552324 FORT LAUDERDALE FL 33315 SFD 8.375 8.109 $547.25 360 1-Dec-26 $71,910.17
4552343 HUNTINGTON BEACH CA 92646 SFD 8.125 7.859 $1,904.51 360 1-Jan-27 $256,332.21
4552398 LAFAYETTE CA 94549 SFD 7.875 7.609 $2,632.01 360 1-Dec-26 $362,498.72
4552408 OMAHA NE 68164 SFD 8.125 7.859 $2,116.12 360 1-Dec-26 $284,625.88
4552467 BOUNTIFUL UT 84010 SFD 8.000 7.734 $1,959.15 360 1-Jan-27 $266,820.85
4552493 NORWALK CT 06854 SFD 8.250 7.984 $1,724.91 360 1-Jan-27 $229,453.59
4552568 ROME GA 30161 SFD 8.000 7.734 $1,761.03 360 1-Dec-26 $239,676.87
4552610 RIDGEFIELD CT 06877 SFD 7.750 7.484 $1,647.75 360 1-Dec-26 $228,218.11
4552638 MARIETTA GA 30066 SFD 8.375 8.109 $1,208.52 360 1-Dec-26 $158,801.16
4552664 EAGLE RIVER AK 99577 SFD 8.125 7.859 $3,415.49 360 1-Dec-26 $457,361.74
4552665 SAN ANTONIO TX 78258 SFD 8.250 7.984 $2,993.80 360 1-Dec-26 $397,990.03
4552690 POTOMAC MD 20854 SFD 7.750 7.484 $1,977.30 360 1-Dec-26 $275,609.14
4552692 SUWANEE GA 30174 SFD 7.875 7.609 $1,580.65 360 1-Dec-26 $217,698.97
4552693 SAN DIEGO CA 92103 SFD 8.750 8.484 $2,103.64 360 1-Nov-26 $266,935.09
4552695 BELLAIRE TX 77401 SFD 7.750 7.484 $2,686.55 360 1-Jan-27 $374,735.32
4552745 HUNTINGTON NY 11743 SFD 8.250 7.984 $2,650.47 360 1-Dec-26 $352,348.51
4552752 WEST BLOOMFIELD MI 48324 SFD 8.875 8.609 $2,347.15 360 1-Jan-27 $294,834.61
4552780 GOULDSBORO PA 18424 SFD 8.875 8.609 $636.52 360 1-Dec-26 $79,909.95
4552783 SAN JOSE CA 95135 SFD 7.875 7.609 $2,104.88 360 1-Dec-26 $289,899.11
4552801 LAKE HAVASU CITY AZ 86404 SFD 8.500 8.234 $632.44 360 1-Dec-26 $82,149.87
4552812 HAMMONDSPORT NY 14820 SFD 8.000 7.734 $1,834.42 360 1-Jan-27 $249,832.25
4552819 ATLANTA GA 30328 SFD 7.875 7.609 $1,707.54 360 1-Dec-26 $235,174.80
4552824 FOREST HILL MD 21050 SFD 8.250 7.984 $1,772.99 360 1-Dec-26 $235,697.99
4552863 NELLYSFORD VA 22958 SFD 7.875 7.609 $2,352.86 360 1-Jan-27 $324,276.67
4552867 HALF MOON BAY CA 94019 SFD 8.000 7.734 $2,935.06 360 1-Dec-26 $399,461.43
4552888 NEW YORK NY 10021 HCO 8.250 7.984 $525.89 360 1-Jan-27 $69,955.36
4552902 IOWA CITY IA 52240 SFD 8.000 7.734 $3,257.91 360 1-Jan-27 $443,702.09
4552926 HUDSON OH 44236 SFD 8.125 7.859 $1,811.70 360 1-Dec-26 $243,579.68
4552984 SAN JOSE CA 95125 SFD 7.875 7.609 $3,567.35 360 1-Dec-26 $491,320.58
4553022 HUNTINGTON BEACH CA 92648 PUD 8.500 8.234 $2,474.75 360 1-Jan-27 $321,655.02
4553035 IRVINE CA 92606 PUD 8.000 7.734 $1,966.49 360 1-Dec-26 $267,638.70
4553043 WARREN NJ 07059 SFD 7.750 7.484 $2,543.27 360 1-Jan-27 $354,749.44
4553060 LOWELL AR 72745 SFD 8.375 8.109 $1,824.17 360 1-Dec-26 $239,700.62
4553090 KINGSPORT TN 37663 SFD 8.000 7.734 $1,672.99 360 1-Dec-26 $227,537.96
4553119 WOODMERE NY 11598 SFD 8.000 7.734 $924.55 360 1-Jan-27 $125,915.45
4553170 POTOMAC MD 20854 SFD 7.875 7.609 $2,511.65 360 1-Jan-27 $346,161.60
4553188 LOS ALTOS CA 94024 SFD 8.500 8.234 $2,921.88 360 1-Jan-27 $379,769.79
4553267 DRAPER UT 84020 SFD 8.000 7.734 $1,834.42 360 1-Dec-26 $249,663.38
4553275 PALM DESERT CA 92211 SFD 8.375 8.109 $2,145.69 360 1-Nov-26 $281,769.90
4553331 WEST HARRISON NY 10604 SFD 8.375 8.109 $2,926.28 360 1-Jan-27 $384,760.70
4553336 LAGRANGE IL 60525 SFD 8.250 7.984 $2,253.80 360 1-Jan-27 $299,808.70
4553353 WEST HEMPSTEAD NY 11552 SFD 8.375 8.109 $380.04 360 1-Jan-27 $49,968.92
4553360 MANASSAS VA 20112 SFD 7.500 7.234 $1,696.64 360 1-Jan-27 $242,469.92
4553382 LOUISVILLE CO 80027 SFD 8.500 8.234 $1,537.83 360 1-Dec-26 $199,756.82
4553419 RIO VERDE AZ 85263 SFD 8.250 7.984 $3,130.53 360 1-Jan-27 $416,434.28
4553438 LAGUNA NIGUEL CA 92677 SFD 7.875 7.609 $1,624.16 360 1-Jan-27 $223,845.84
4553443 ROSLYN NY 11576 SFD 8.000 7.734 $2,601.93 360 1-Jan-27 $354,362.07
4553459 BLOOMINGTON MN 55438 SFD 7.875 7.609 $2,368.81 360 1-Feb-27 $326,700.00
4553479 SAN JOSE CA 95135 SFD 8.000 7.734 $1,951.08 360 1-Dec-26 $265,541.99
4553482 PRINCETON NJ 08540 SFD 7.875 7.609 $2,138.96 360 1-Jan-27 $294,796.98
4553556 GERMANTOWN MD 20876 SFD 8.000 7.734 $2,131.96 360 1-Jan-27 $290,355.04
4553557 SIASCONSET MA 02564 SFD 8.375 8.109 $5,130.49 360 1-Jan-27 $674,580.45
4553576 FORT LAUDERDALE FL 33327 PUD 8.500 8.234 $2,079.92 360 1-Dec-26 $270,171.08
4553580 POTOMAC MD 20854 SFD 7.500 7.234 $2,097.65 360 1-Dec-26 $299,553.31
4553589 NANTUCKET MA 02554 SFD 8.375 8.109 $2,508.24 360 1-Dec-26 $329,588.34
4553630 HASTINGS-ON-HUDSON NY 10706 SFD 7.750 7.484 $3,238.19 360 1-Jan-27 $451,680.98
4553646 BROOKFIELD WI 53045 SFD 7.875 7.609 $2,364.82 360 1-Jan-27 $325,893.51
4553662 MORAGA CA 94556 SFD 7.625 7.359 $1,981.83 360 1-Feb-27 $280,000.00
4553666 KINNELON NJ 07405 SFD 8.250 7.984 $1,746.70 360 1-Jan-27 $232,351.74
4553683 WEBSTER GROVES MO 63119 SFD 8.125 7.859 $2,756.53 360 1-Jan-27 $371,007.14
4553691 LYNNWOOD WA 98037 SFD 8.500 8.234 $1,862.69 360 1-Dec-26 $241,955.46
4553706 SANDY UT 84093 SFD 8.000 7.734 $1,608.05 360 1-Dec-26 $218,851.90
4553709 BURLINGAME CA 94010 SFD 7.750 7.484 $4,649.52 360 1-Dec-26 $647,967.33
4553739 FAIRFAX VA 22033 SFD 7.750 7.484 $2,507.44 360 1-Jan-27 $349,752.98
4553783 BATON ROUGE LA 70817 SFD 7.750 7.484 $1,948.64 360 1-Dec-26 $271,614.82
4553800 CHESTER NJ 07930 SFD 8.000 7.734 $2,929.19 360 1-Jan-27 $398,932.14
4553821 MONMOUTH JUNCTION NJ 08852 SFD 8.375 8.109 $1,909.68 360 1-Jan-27 $251,093.84
4553833 MT. JULIET TN 37122 SFD 8.000 7.734 $2,201.30 360 1-Feb-27 $300,000.00
4553869 TULSA OK 74137 SFD 7.750 7.484 $1,881.66 360 1-Dec-26 $262,278.04
4553980 SUPERIOR CO 80027 SFD 8.000 7.734 $1,584.93 360 1-Jan-27 $215,855.07
4553999 CORALVILLE IA 52241 SFD 8.250 7.984 $1,800.79 360 1-Jan-27 $239,547.15
4554041 SAN DIEGO CA 92109 LCO 8.250 7.984 $2,019.41 360 1-Nov-26 $268,282.23
4554055 EDGEWOOD KY 41017 SFD 8.250 7.984 $1,953.29 360 1-Dec-26 $259,667.28
4554059 ALEXANDRIA VA 22312 SFD 8.000 7.734 $2,113.24 360 1-Dec-26 $287,612.23
4554065 GLENDALE CA 91202 SFD 7.750 7.484 $2,378.49 360 1-Dec-26 $331,529.84
4554139 TUCSON AZ 85718 SFD 8.250 7.984 $2,193.70 360 1-Nov-26 $291,437.55
4554171 LA JOLLA CA 92037 PUD 8.125 7.859 $2,338.87 360 1-Jan-27 $314,793.94
4554224 LONGPORT NJ 08403 SFD 7.750 7.484 $2,292.52 360 1-Jan-27 $319,774.15
4554236 GARDEN CITY NY 11530 SFD 7.750 7.484 $2,484.16 360 1-Jan-27 $346,505.27
4554288 PORTLAND OR 97225 SFD 8.000 7.734 $1,710.41 360 1-Jan-27 $232,943.59
4554290 SHORT HILLS NJ 07078 SFD 8.000 7.734 $1,761.04 360 1-Dec-26 $239,676.85
4554342 HUNTINGTON BEACH CA 92648 PUD 8.375 8.109 $2,816.07 360 1-Jan-27 $370,269.71
4554400 TACOMA WA 98466 SFD 8.000 7.734 $1,761.04 360 1-Dec-26 $239,676.85
4554426 RESTON VA 22090 SFD 7.750 7.484 $1,863.39 360 1-Dec-26 $259,731.66
4554448 GIRARD OH 44420 SFD 8.125 7.859 $3,898.12 360 1-Dec-26 $524,310.81
4554454 SARATOGA CA 95070 SFD 7.500 7.234 $2,517.18 360 1-Jan-27 $359,732.82
4554476 EDINA MN 55435 SFD 7.875 7.609 $1,812.68 360 1-Jan-27 $249,827.95
4554515 SEVERNA PARK MD 21146 SFD 8.125 7.859 $2,784.37 360 1-Dec-26 $374,507.73
4554518 RANCHO PALOS VERDES CA 90275 SFD 8.500 8.234 $2,991.08 360 1-Nov-26 $388,288.00
4554582 GLEN ELLYN IL 60137 SFD 7.875 7.609 $3,625.35 360 1-Feb-27 $500,000.00
4554613 OAKTON VA 22124 SFD 8.000 7.734 $4,769.47 360 1-Dec-26 $649,124.82
4554630 SAG HARBOR NY 11963 SFD 8.000 7.734 $1,761.04 360 1-Feb-27 $240,000.00
4554634 SANTA MONICA CA 90401 LCO 8.125 7.859 $1,704.04 360 1-Dec-26 $229,198.72
4554678 SAN JOSE CA 95120 PUD 8.125 7.859 $2,001.03 360 1-Dec-26 $269,045.55
4554770 BUCKEYE AZ 85326 SFD 8.625 8.359 $624.18 360 1-Nov-26 $80,106.83
4554791 DALLAS TX 75252 SFD 8.125 7.859 $2,078.99 360 1-Nov-26 $279,446.80
4554803 WOODLAND PARK CO 80863 SFD 8.375 8.109 $985.05 360 1-Nov-26 $129,356.66
4554833 BURTONSVILLE MD 20866 SFD 8.625 8.359 $1,715.03 360 1-Nov-26 $220,010.76
4554838 TRACY CA 95376 SFD 8.750 8.484 $2,415.17 360 1-Nov-26 $305,657.47
4554852 CAMPBELL CA 95008 PUD 8.250 7.984 $1,741.07 360 1-Jan-27 $231,602.21
4554903 SAN ANTONIO TX 78209 SFD 8.000 7.734 $4,743.05 360 1-Dec-26 $645,529.67
4554906 WAYNE NJ 07470 SFD 7.875 7.609 $1,214.50 360 1-Jan-27 $167,384.72
4554918 CHULA VISTA CA 91910 SFD 8.500 8.234 $2,089.14 360 1-Dec-26 $271,369.64
4554921 HOBOKEN NJ 07030 SFD 8.125 7.859 $2,393.82 360 1-Dec-26 $321,976.77
4554937 LOS ANGELES CA 90066 SFD 8.000 7.734 $3,199.22 360 1-Dec-26 $435,412.95
4554954 MILPITAS CA 95035 SFD 7.875 7.609 $1,716.61 360 1-Dec-26 $236,423.05
4554968 LA CANADA FLINTRIDGE CA 91011 SFD 8.250 7.984 $3,606.08 360 1-Jan-27 $479,693.92
4554978 COTO DE CAZA CA 92679 SFD 7.875 7.609 $2,711.40 360 1-Jan-27 $373,692.65
4554985 BEVERLY HILLS CA 90212 SFD 8.000 7.734 $2,311.36 360 1-Jan-27 $314,788.64
4554994 ENCINO CA 91436 SFD 7.875 7.609 $3,625.35 360 1-Dec-26 $499,309.54
4555015 LAFAYETTE LA 70503 SFD 8.125 7.859 $2,257.20 360 1-Jan-27 $303,801.13
4555026 SUNNYVALE CA 94086 SFD 7.875 7.609 $1,769.17 360 1-Dec-26 $242,656.50
4555029 NORTHRIDGE CA 91326 SFD 7.750 7.484 $1,791.03 360 1-Jan-27 $249,823.55
4555045 EL GRANADA CA 94019 SFD 8.000 7.734 $1,731.69 360 1-Dec-26 $235,682.24
4555046 NEW YORK NY 10019 HCO 8.125 7.859 $3,708.78 360 1-Jan-27 $499,173.25
4555056 FRANKLIN LAKES NJ 07417 SFD 8.000 7.734 $3,668.83 360 1-Jan-27 $499,664.50
4555095 SAN DIEGO CA 92124 SFD 8.375 8.109 $1,757.67 360 1-Jan-27 $231,106.26
4555133 WILMETTE IL 60091 SFD 8.125 7.859 $2,041.87 360 1-Dec-26 $274,639.00
4555139 WALNUT CA 91789 SFD 7.875 7.609 $2,047.60 360 1-Jan-27 $282,205.65
4555182 SAYREVILLE NJ 08872 SFD 7.750 7.484 $703.88 360 1-Jan-27 $98,180.65
4555254 BERNARDSVILLE NJ 07924 SFD 8.375 8.109 $1,942.75 360 1-Jan-27 $255,372.01
4555269 FAIRLAWN NJ 07410 SFD 8.500 8.234 $1,916.91 360 1-Jan-27 $249,148.96
4555303 IRVINE CA 92720 SFD 7.750 7.484 $3,206.31 360 1-Dec-26 $446,916.20
4555312 LINCOLN MA 01773 SFD 7.500 7.234 $2,847.21 360 1-Jan-27 $406,897.79
4555314 IRVINE CA 92702 SFD 7.750 7.484 $3,582.07 360 1-Jan-27 $499,647.10
4555325 ATLANTA GA 30306 SFD 8.000 7.734 $1,853.49 360 1-Jan-27 $252,430.51
4555332 REDONDO BEACH CA 90377 SFD 7.875 7.609 $1,167.37 360 1-Jan-27 $160,889.19
4555353 MANHATTAN BEACH CA 90266 SFD 8.000 7.734 $2,421.43 360 1-Dec-26 $329,555.66
4555417 CHAPPAQUA NY 10514 SFD 8.625 8.359 $2,675.60 360 1-Feb-27 $344,000.00
4555418 MIDLAND VA 22728 SFD 8.500 8.234 $2,134.12 360 1-Dec-26 $277,212.53
4555427 SCARSDALE NY 10583 SFD 8.000 7.734 $4,769.47 360 1-Jan-27 $649,563.86
4555438 PARKLAND FL 33067 SFD 8.000 7.734 $2,304.02 360 1-Dec-26 $313,577.22
4555445 LAKE FOREST IL 60045 SFD 8.375 8.109 $2,240.32 360 1-Dec-26 $294,382.30
4555458 LAS VEGAS NV 89117 SFD 8.250 7.984 $1,994.99 360 1-Dec-26 $264,690.55
4555466 MIAMISBURG OH 45342 SFD 8.375 8.109 $1,679.76 360 1-Nov-26 $220,585.03
4555470 VORHEES NJ 08043 SFD 8.375 8.109 $1,778.57 360 1-Dec-26 $233,708.09
4555479 FRIENDSWOOD TX 77546 SFD 8.125 7.859 $1,740.41 360 1-Nov-26 $233,936.91
4555485 NORTH LITTLE ROCK AR 72116 SFD 8.000 7.734 $2,348.05 360 1-Dec-26 $319,569.13
4555487 SALT LAKE CITY UT 84121 SFD 8.375 8.109 $1,692.68 360 1-Nov-26 $222,281.84
4555516 VANCOUVER WA 98686 SFD 8.375 8.109 $1,672.16 360 1-Dec-26 $219,725.56
4555556 TUCSON AZ 85750 SFD 7.750 7.484 $2,149.24 360 1-Dec-26 $299,575.15
4555560 WHITE PLAINS NY 10606 SFD 7.750 7.484 $2,879.98 360 1-Jan-27 $401,716.27
4555615 MISSOURI CITY TX 77459 SFD 7.750 7.484 $2,924.40 360 1-Dec-26 $407,621.93
4555649 DAVIDSONVILLE MD 21035 SFD 7.625 7.359 $1,981.83 360 1-Dec-26 $279,593.39
4555663 BATON ROUGE LA 70810 SFD 8.625 8.359 $4,343.73 240 1-Dec-16 $494,436.94
4555681 LOS ANGELES CA 90049 SFD 8.250 7.984 $3,756.34 360 1-Jan-27 $499,681.16
4555682 WEST MILFORD NJ 07480 SFD 8.625 8.359 $661.13 360 1-Jan-27 $84,949.81
4555691 ALEXANDRIA VA 22308 SFD 8.750 8.484 $3,331.68 360 1-Dec-26 $423,010.91
4555718 BELLE MEAD NJ 08502 SFD 7.875 7.609 $1,885.19 360 1-Jan-27 $259,821.06
4555748 TEMECULA CA 92590 SFD 7.750 7.484 $2,147.81 360 1-Dec-26 $299,375.43
4555766 WILTON CT 06897 SFD 7.875 7.609 $2,679.14 360 1-Feb-27 $369,500.00
4555771 NEWPORT BEACH CA 92660 LCO 8.500 8.234 $547.86 360 1-Dec-26 $71,163.35
4555779 NEW YORK NY 10028 SFD 7.875 7.609 $6,743.15 360 1-Jan-27 $929,359.98
4555793 ALOHA OR 97007 SFD 8.250 7.984 $790.33 360 1-Feb-27 $105,200.00
4555822 LA VERNE CA 91750 SFD 8.250 7.984 $1,915.73 360 1-Nov-26 $254,508.83
4555842 CHEVY CHASE MD 20815 SFD 8.000 7.734 $4,505.32 360 1-Jan-27 $613,588.01
4555847 DESTREHAN LA 70047 SFD 7.500 7.234 $1,873.89 360 1-Dec-26 $267,600.98
4555851 BEN LOMOND CA 95005 SFD 7.875 7.609 $1,677.09 360 1-Dec-26 $230,980.59
4555852 SILVER SPRING MD 20904 SFD 8.125 7.859 $2,000.29 360 1-Dec-26 $269,046.35
4555853 HOUMA LA 70360 SFD 7.625 7.359 $1,789.16 240 1-Jan-17 $219,608.76
4555870 FREMONT CA 94539 SFD 8.000 7.734 $1,937.14 360 1-Jan-27 $263,822.86
4555917 FRANKLIN TOWNSHIP NJ 08823 SFD 8.125 7.859 $1,649.83 360 1-Jan-27 $222,054.65
4555926 VIRGINIA BEACH VA 23454 SFD 7.625 7.359 $2,147.81 360 1-Dec-26 $302,908.69
4555929 CHESAPEAKE VA 23322 SFD 7.625 7.359 $2,109.23 360 1-Jan-27 $297,567.25
4555930 PRIOR LAKE MN 55372 SFD 8.125 7.859 $2,413.12 360 1-Feb-27 $325,000.00
4555933 YONKERS NY 10710 SFD 8.500 8.234 $1,014.97 360 1-Jan-27 $131,670.03
4555958 STATEN ISLAND NY 10314 SFD 8.500 8.234 $1,699.30 360 1-Jan-27 $220,866.12
4556002 SAN JOSE CA 95125 SFD 7.500 7.234 $1,834.74 360 1-Jan-27 $262,205.26
4556007 SALT LAKE CITY UT 84109 SFD 8.750 8.484 $2,296.38 360 1-Jan-27 $291,732.06
4556026 COTO DE CAZA CA 92679 PUD 8.125 7.859 $1,715.17 360 1-Jan-27 $230,848.89
4556050 JERICHO NY 11753 LCO 7.875 7.609 $3,074.30 360 1-Feb-27 $424,000.00
4556076 BELLEVUE WA 98006 SFD 8.125 7.859 $3,437.77 360 1-Feb-27 $463,000.00
4556099 CENTERPORT NY 11721 SFD 8.000 7.734 $1,655.38 360 1-Jan-27 $225,448.62
4556107 CYPRESS CA 90630 SFD 7.750 7.484 $2,351.99 360 1-Jan-27 $328,068.28
4556114 EVESHAM NJ 08053 SFD 7.750 7.484 $659.10 360 1-Jan-27 $91,935.07
4556160 ATLANTIC BEACH NY 11509 SFD 8.125 7.859 $2,227.50 360 1-Jan-27 $299,803.75
4556163 CINCINNATI OH 45243 SFD 8.125 7.859 $2,041.87 360 1-Jan-27 $274,820.11
4556170 SALT LAKE CITY UT 84121 SFD 8.125 7.859 $2,004.74 360 1-Dec-26 $269,645.57
4556183 SAN DIEGO CA 92107 SFD 8.375 8.109 $1,938.18 360 1-Dec-26 $254,681.91
4556184 ALPINE CA 91901 SFD 7.750 7.484 $1,662.08 360 1-Dec-26 $231,671.46
4556187 LAS VEGAS NV 89117 SFD 7.875 7.609 $1,711.16 360 1-Jan-27 $235,837.59
4556191 ALPHARETTA GA 30201 SFD 7.750 7.484 $2,460.88 360 1-Dec-26 $343,013.55
4556195 NEW YORK NY 10128 HCO 7.750 7.484 $2,865.65 360 1-Jan-27 $399,717.68
4556198 RESTON VA 20194 THS 7.750 7.484 $1,966.55 360 1-Jan-27 $274,306.26
4556220 HUNTINGTON BEACH CA 92646 SFD 8.000 7.734 $3,111.17 360 1-Jan-27 $423,715.50
4556234 TAMPA FL 33626 PUD 8.000 7.734 $1,837.35 360 1-Jan-27 $250,231.98
4556245 SAN ANTONIO TX 78250 SFD 8.250 7.984 $1,803.05 360 1-Dec-26 $239,692.85
4556280 ALAMEDA CA 94501 SFD 8.500 8.234 $2,152.96 360 1-Dec-26 $279,659.54
4556281 MITCHELLVILLE MD 20721 SFD 8.250 7.984 $1,622.74 360 1-Jan-27 $215,862.26
4556313 PRINCETON NJ 08550 SFD 8.125 7.859 $2,313.62 360 1-Jan-27 $311,396.17
4556348 HOUSTON TX 77007 SFD 8.375 8.109 $4,180.40 360 1-Dec-26 $549,313.91
4556358 SAN JOSE CA 95124 SFD 8.250 7.984 $1,934.52 360 1-Dec-26 $257,170.45
4556394 WEST BLOOMFIELD MI 48322 LCO 7.750 7.484 $2,005.96 360 1-Jan-27 $279,802.37
4556406 PORTLAND OR 97201 SFD 7.875 7.609 $1,774.97 360 1-Dec-26 $244,461.95
4556413 OLIVE BRANCH MS 38654 SFD 8.125 7.859 $1,603.79 360 1-Dec-26 $215,716.46
4556422 FREMONT CA 94539 SFD 7.875 7.609 $2,283.97 360 1-Jan-27 $314,783.22
4556429 EAST HANOVER NJ 07936 SFD 8.375 8.109 $2,486.96 360 1-Jan-27 $326,996.62
4556444 NEW HOPE PA 18938 SFD 8.250 7.984 $2,034.06 360 1-Jan-27 $270,577.35
4556466 VASHON WA 98070 SFD 7.875 7.609 $2,537.74 360 1-Dec-26 $349,516.69
4556498 ARLINGTON VA 22209 THS 7.875 7.609 $3,564.44 360 1-Dec-26 $490,646.36
4556514 SAN JUAN CAPISTRANO CA 92688 SFD 8.000 7.734 $2,116.18 360 1-Jan-27 $288,206.49
4556549 DIX HILLS NY 11746 SFD 7.625 7.359 $2,725.01 360 1-Feb-27 $385,000.00
4556578 TIGARD OR 97224 SFD 7.875 7.609 $1,918.54 360 1-Jan-27 $264,417.90
4556603 PRINCETON JUNCTION NJ 08550 SFD 7.250 6.984 $1,500.79 360 1-Jan-27 $219,828.38
4556716 HAYWARD CA 94542 SFD 8.000 7.734 $2,377.40 360 1-Jan-27 $323,782.60
4556752 NANTUCKET MA 02554 SFD 8.125 7.859 $3,177.89 360 1-Feb-27 $428,000.00
4556757 OREM UT 84057 SFD 8.000 7.734 $1,672.98 360 1-Jan-27 $227,847.02
4556761 SAN JOSE CA 95135 SFD 8.250 7.984 $2,742.13 360 1-Jan-27 $364,767.25
4556781 ATLANTA GA 30307 SFD 8.000 7.734 $2,641.56 360 1-Dec-26 $359,515.27
4556795 MANCHESTER MA 01944 SFD 8.125 7.859 $2,895.74 360 1-Dec-26 $389,488.04
4556838 SUDBURY MA 01776 SFD 8.125 7.859 $1,893.37 360 1-Jan-27 $254,833.19
4556846 SARATOGA CA 95070 SFD 8.125 7.859 $4,449.05 360 1-Dec-26 $598,413.41
4556848 SAN FRANCISCO CA 94132 SFD 7.750 7.484 $2,048.94 360 1-Dec-26 $285,594.98
4556868 PALMYRA VA 22963 SFD 7.500 7.234 $2,272.45 360 1-Jan-27 $324,758.80
4556896 RIVERSIDE CA 92503 SFD 7.750 7.484 $1,934.32 360 1-Jan-27 $269,809.43
4556897 UPTON MA 01568 SFD 7.875 7.609 $1,566.15 360 1-Jan-27 $215,851.35
4556904 FRANKLIN MA 02038 SFD 7.875 7.609 $1,595.16 360 1-Jan-27 $219,848.59
4556918 SAN JUAN CAPISTRANO CA 92675 SFD 8.125 7.859 $2,227.50 360 1-Jan-27 $299,803.75
4556930 NAPERVILLE IL 60565 SFD 8.125 7.859 $1,782.00 360 1-Jan-27 $239,843.00
4556979 LIVINGSTON NJ 07039 SFD 8.000 7.734 $2,568.18 360 1-Jan-27 $349,765.15
4556989 LOWELL AR 72745 SFD 8.000 7.734 $1,687.66 360 1-Dec-26 $227,676.98
4556995 LA GRANGE IL 60525 SFD 8.125 7.859 $1,837.69 360 1-Jan-27 $247,338.09
4557004 VENICE CA 90291 LCO 7.750 7.484 $1,561.78 360 1-Dec-26 $217,691.28
4557027 ORANGE CA 92867 SFD 8.375 8.109 $1,703.33 360 1-Jan-27 $223,960.70
4557030 SAN JOSE CA 95120 SFD 8.125 7.859 $2,524.49 360 1-Jan-27 $339,777.59
4557032 SARATOGA CA 95070 SFD 8.000 7.734 $4,593.37 360 1-Jan-27 $625,579.96
4557045 WASHINGTON DC 20015 SFD 8.250 7.984 $2,129.85 360 1-Jan-27 $283,319.21
4557087 SAN MATEO CA 94402 SFD 7.500 7.234 $3,216.39 360 1-Jan-27 $459,658.61
4557117 MOBILE AL 36608 SFD 7.750 7.484 $2,063.27 360 1-Jan-27 $287,796.73
4557129 PHOENIX AZ 85013 SFD 8.750 8.484 $561.71 360 1-Dec-26 $71,317.54
4557137 WILMETTE IL 60091 SFD 7.625 7.359 $2,167.98 360 1-Jan-27 $306,078.30
4557144 WILMINGTON NC 28409 SFD 7.875 7.609 $1,979.44 360 1-Jan-27 $272,812.12
4557163 LOS ANGELES CA 90036 SFD 7.750 7.484 $1,805.36 360 1-Jan-27 $251,822.14
4557188 WALNUT CREEK CA 94595 SFD 7.750 7.484 $1,776.71 360 1-Jan-27 $247,824.96
4557247 CHARLOTTE NC 28207 LCO 8.500 8.234 $626.67 360 1-Dec-26 $81,400.90
4557252 ENCINITAS CA 92024 SFD 8.500 8.234 $1,953.05 360 1-Jan-27 $253,846.12
4557264 GROVER MO 63005 SFD 8.250 7.984 $2,689.54 360 1-Jan-27 $357,771.71
4557292 REDONDO BEACH CA 90278 LCO 7.875 7.609 $1,797.45 360 1-Jan-27 $247,629.39
4557293 PLEASANTON CA 94566 SFD 8.750 8.484 $2,537.11 360 1-Jan-27 $322,314.45
4557304 YUCAIPA CA 92399 SFD 7.875 7.609 $1,794.55 360 1-Nov-26 $246,985.65
4557306 GLENDALE CA 91206 SFD 8.125 7.859 $2,034.45 360 1-Jan-27 $273,820.76
4557307 COLOMBIA MD 21044 SFD 8.125 7.859 $2,450.25 360 1-Dec-26 $329,566.78
4557318 VALRICO FL 33594 SFD 8.500 8.234 $891.94 360 1-Dec-26 $115,858.96
4557372 SAN MATEO CA 94402 SFD 8.250 7.984 $1,731.67 360 1-Jan-27 $230,353.02
4557403 TRABUCO CANYON AREA CA 92679 SFD 7.875 7.609 $1,899.68 360 1-Jan-27 $261,819.70
4557432 COSTA MESA CA 92627 SFD 8.500 8.234 $2,022.25 360 1-Jan-27 $262,840.67
4557442 SAN JOSE CA 95135 SFD 8.125 7.859 $2,079.00 360 1-Jan-27 $279,816.83
4557462 KINGWOOD TX 77339 SFD 7.750 7.484 $1,732.28 360 1-Jan-27 $241,629.34
4557471 NEWARK DE 19711 SFD 7.875 7.609 $2,066.45 360 1-Jan-27 $284,803.86
4557491 MEDFORD OR 97504 PUD 8.000 7.734 $3,852.27 360 1-Jan-27 $524,647.73
4557514 BORING OR 97009 SFD 7.875 7.609 $1,966.39 360 1-Jan-27 $271,013.36
4557541 SAN JOSE CA 95120 SFD 8.750 8.484 $2,108.36 360 1-Jan-27 $267,845.81
4557547 MONTE SERENO CA 95030 SFD 8.750 8.484 $2,753.46 360 1-Jan-27 $349,798.62
4557558 BEN LOMOND CA 95005 SFD 8.000 7.734 $2,195.80 360 1-Jan-27 $299,049.20
4557582 PALO ALTO CA 94301 SFD 8.750 8.484 $3,776.17 360 1-Jan-27 $479,723.83
4557619 TORRANCE CA 90505 SFD 7.500 7.234 $2,234.00 360 1-Jan-27 $319,262.88
4557622 SANDY OR 97055 SFD 8.125 7.859 $1,789.42 360 1-Jan-27 $240,842.35
4557639 LAS VEGAS NV 89134 SFD 7.875 7.609 $4,291.69 360 1-Jan-27 $591,492.65
4557648 WEST COVINA CA 91791 PUD 7.875 7.609 $1,957.69 360 1-Jan-27 $269,814.19
4557670 VAIL CO 81657 SFD 7.750 7.484 $2,292.52 360 1-Dec-26 $318,942.96
4557734 WHITE PLAINS NY 10605 SFD 7.625 7.359 $2,452.51 360 1-Feb-27 $346,500.00
4557743 WEST HAVEN CT 06516 LCO 7.875 7.609 $377.04 360 1-Feb-27 $52,000.00
4557766 MILPITAS CA 95035 SFD 7.750 7.484 $2,185.06 360 1-Jan-27 $304,784.73
4557800 WESTLAKE VILLAGE CA 91362 PUD 8.125 7.859 $4,544.09 360 1-Jan-27 $611,599.66
4557812 OLD HICKORY TN 37138 SFD 8.000 7.734 $4,769.47 360 1-Dec-26 $648,682.85
4557839 FREMONT CA 94538 SFD 8.750 8.484 $3,146.81 360 1-Jan-27 $399,769.86
4557843 CUPERTINO CA 95014 SFD 8.750 8.484 $2,273.57 360 1-Jan-27 $288,833.72
4557865 BROOKLYN NY 11211 LCO 8.250 7.984 $1,803.04 360 1-Jan-27 $239,846.96
4557870 LAYTON UT 84040 SFD 8.500 8.234 $2,614.31 360 1-Jan-27 $339,794.02
4557884 HOLMDEL NJ 07733 SFD 8.875 8.609 $4,914.31 360 1-Jan-27 $617,303.73
4557907 ORINDA CA 94563 SFD 8.750 8.484 $3,445.75 360 1-Jan-27 $437,748.00
4557954 RANCHO PALOS VERDES CA 90732 SFD 7.750 7.484 $1,948.65 360 1-Jan-27 $271,808.02
4557973 GOLDEN CO 80403 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,844.72
4558026 IRVINE CA 92612 SFD 7.875 7.609 $1,804.70 360 1-Dec-26 $248,556.29
4558063 SAN JOSE CA 95139 SFD 8.000 7.734 $2,142.60 360 1-Jan-27 $291,804.07
4558078 FALLS CHURCH VA 22041 SFD 7.750 7.484 $2,567.62 360 1-Dec-26 $357,892.46
4558099 KENNESAW GA 30152 SFD 7.750 7.484 $2,079.39 360 1-Jan-27 $290,045.15
4558102 LAUREL MD 20723 SFD 7.750 7.484 $2,016.71 360 1-Dec-26 $281,101.35
4558105 SAN ANTONIO TX 78232 SFD 8.500 8.234 $1,199.51 360 1-Dec-26 $155,810.31
4558107 SALT LAKE CITY UT 84121 SFD 8.000 7.734 $2,529.29 360 1-Jan-27 $344,468.71
4558124 HONOLULU HI 96821 SFD 7.500 7.234 $3,496.08 360 1-Jan-27 $499,628.92
4558140 OAKLAND CA 94618 SFD 8.625 8.359 $2,069.96 347 1-Oct-25 $263,478.90
4558147 IRVINE CA 92715 PUD 7.875 7.609 $2,943.79 360 1-Jan-27 $405,720.59
4558150 DIX HILLS NY 11746 SFD 7.875 7.609 $2,204.22 360 1-Feb-27 $304,000.00
4558172 RALEIGH NC 27612 SFD 7.875 7.609 $2,204.22 360 1-Jan-27 $303,790.78
4558217 MILLBRAE CA 94030 SFD 7.875 7.609 $1,885.19 360 1-Jan-27 $259,821.06
4558228 AUSTERLITZ NY 12017 SFD 7.500 7.234 $3,356.23 360 1-Jan-27 $479,643.77
4558230 NEVADA CITY CA 95959 SFD 8.375 8.109 $2,313.30 353 1-Apr-26 $302,283.52
4558238 COLUMBIA MO 65203 SFD 7.750 7.484 $1,737.66 360 1-Jan-27 $242,378.81
4558258 LAKEVILLE CT 06039 SFD 8.125 7.859 $928.13 360 1-Feb-27 $125,000.00
4558296 BEVERLY HILLS CA 90211 SFD 8.000 7.734 $2,669.07 360 1-Jan-27 $363,505.93
4558304 FREMONT CA 94539 SFD 8.000 7.734 $2,392.08 360 1-Jan-27 $325,781.25
4558348 SCARSDALE NY 10583 SFD 7.500 7.234 $1,549.46 360 1-Jan-27 $221,435.54
4558356 SPRING LAKE NJ 07762 SFD 8.750 8.484 $1,073.06 360 1-Feb-27 $136,400.00
4558374 WILTON CA 95693 SFD 8.625 8.359 $1,876.96 354 1-Jan-26 $239,385.58
4558379 SAUSALITO CA 94965 LCO 8.000 7.734 $2,436.10 360 1-Dec-26 $331,552.98
4558400 REDONDO BEACH CA 90277 SFD 8.125 7.859 $1,975.05 360 1-Jan-27 $265,825.99
4558420 NEWPORT BEACH CA 92661 SFD 8.125 7.859 $2,524.50 360 1-Jan-27 $339,777.58
4558427 IRVINE CA 92720 PUD 7.875 7.609 $2,486.63 360 1-Jan-27 $342,713.98
4558440 SARASOTA FL 34236 LCO 8.750 8.484 $560.53 360 1-Jan-27 $71,209.00
4558477 FREMONT CA 94539 SFD 8.000 7.734 $1,907.79 360 1-Jan-27 $259,825.54
4558495 SCOTTS VALLEY CA 95066 SFD 8.375 8.109 $2,109.21 360 1-Jan-27 $277,327.51
4558500 THOUSAND OAKS CA 91320 SFD 8.000 7.734 $2,720.07 360 1-Jan-27 $370,451.26
4558527 NEW CANAAN CT 06840 SFD 8.125 7.859 $1,707.74 360 1-Jan-27 $229,849.55
4558554 LAKE OSWEGO OR 97034 SFD 8.125 7.859 $2,969.99 360 1-Dec-26 $399,474.91
4558578 HUNTINGTON BEACH CA 92648 SFD 7.750 7.484 $1,862.68 360 1-Jan-27 $259,816.49
4558599 KENNETT SQUARE PA 19348 SFD 7.625 7.359 $2,080.92 360 1-Jan-27 $293,787.21
4558619 CUPERTINO CA 95014 SFD 8.250 7.984 $1,795.53 360 1-Jan-27 $238,847.60
4558694 SANTA CRUZ CA 95060 SFD 7.625 7.359 $2,236.63 360 1-Jan-27 $315,771.29
4558702 OAKDALE CA 95361 SFD 8.500 8.234 $2,768.09 360 1-Jan-27 $359,781.91
4558782 SANTA CRUZ CA 95060 SFD 7.750 7.484 $2,435.81 360 1-Jan-27 $339,760.02
4558799 SAN FRANCISCO CA 94131 SFD 7.500 7.234 $1,756.43 360 1-Jan-27 $251,013.57
4558821 SAN ANTONIO TX 78217 SFD 8.000 7.734 $555.10 360 1-Dec-26 $75,548.12
4558828 NANTUCKET MA 02554 SFD 8.125 7.859 $1,967.62 360 1-Jan-27 $264,826.65
4558830 TORRANCE CA 90505 SFD 7.875 7.609 $1,696.30 360 1-Jan-27 $233,789.00
4558854 TRABUCO CANYON CA 92679 PUD 7.625 7.359 $1,727.02 360 1-Jan-27 $243,823.40
4558865 LONG BEACH CA 90803 LCO 7.750 7.484 $1,719.39 360 1-Jan-27 $239,830.61
4558870 HARTSDALE NY 10530 SFD 8.250 7.984 $1,412.39 360 1-Jan-27 $186,880.11
4558905 SHERMAN CT 06784 SFD 7.625 7.359 $1,875.66 360 1-Jan-27 $264,808.19
4558933 OSSINING NY 10562 SFD 8.000 7.734 $2,707.60 360 1-Jan-27 $368,752.40
4558935 BROOKLYN NY 11230 SFD 8.000 7.734 $2,861.69 360 1-Jan-27 $389,738.31
4558945 WEEHAWKEN NJ 07087 LCO 8.625 8.359 $1,586.70 360 1-Jan-27 $203,879.55
4558962 ROSWELL GA 30067 SFD 7.875 7.609 $3,248.32 360 1-Jan-27 $447,691.68
4558985 SAN DIEGO CA 92128 LCO 7.750 7.484 $920.59 360 1-Dec-26 $128,318.03
4558988 HENDERSONVILLE TN 37075 SFD 7.750 7.484 $1,975.15 360 1-Jan-27 $275,505.41
4559003 HANOVER NJ 07981 SFD 8.125 7.859 $2,071.57 360 1-Dec-26 $278,633.75
4559015 FORT WORTH TX 76132 SFD 7.875 7.609 $3,625.35 360 1-Dec-26 $499,309.54
4559033 WAYNE NJ 07470 SFD 7.625 7.359 $2,081.93 240 1-Jan-17 $255,544.74
4559071 BOWLING GREEN KY 42103 SFD 7.750 7.484 $1,754.50 360 1-Jan-27 $244,727.15
4559078 SPRING LAKE NJ 07762 SFD 8.250 7.984 $1,893.19 360 1-Dec-26 $251,662.67
4559086 WEST MILFORD NJ 07480 SFD 8.500 8.234 $1,806.95 360 1-Dec-26 $234,714.25
4559093 BELLAIRE TX 77401 SFD 7.750 7.484 $2,588.76 360 1-Jan-27 $361,094.96
4559119 BEVERLY HILLS CA 90211 SFD 7.875 7.609 $3,132.30 360 1-Jan-27 $431,702.70
4559140 THOUSAND OAKS CA 91362 SFD 8.250 7.984 $2,026.17 360 1-Jan-27 $269,328.02
4559217 DENVER CO 80220 SFD 7.750 7.484 $1,561.78 360 1-Jan-27 $217,616.14
4559238 ORANGEBURG NY 10962 SFD 7.875 7.609 $1,171.72 360 1-Jan-27 $161,488.78
4559257 PRIOR LAKE MN 55372 SFD 8.750 8.484 $2,478.11 360 1-Jan-27 $314,818.77
4559258 PLANTATION FL 33317 SFD 7.875 7.609 $980.29 360 1-Jan-27 $135,106.96
4559274 BELLAIRE TX 77401 SFD 8.000 7.734 $1,964.65 360 1-Jan-27 $267,570.35
4559313 INCLINE VILLAGE NV 89452 SFD 7.875 7.609 $3,364.33 360 1-Jan-27 $459,654.42
4559331 GARRETT PARK MD 20896 SFD 7.875 7.609 $2,218.72 360 1-Jan-27 $305,389.41
4559332 TRABUCO CANYON CA 92679 SFD 8.625 8.359 $2,252.91 360 1-Jan-27 $289,483.99
4559344 MYRTLE BEACH SC 29577 SFD 8.125 7.859 $1,707.75 360 1-Jan-27 $229,849.54
4559349 DANVILLE CA 94506 SFD 8.125 7.859 $1,989.90 360 1-Jan-27 $267,824.68
4559356 WESTON MA 02193 SFD 7.875 7.609 $4,582.44 360 1-Jan-27 $631,565.06
4559365 BOUNTIFUL UT 84010 SFD 7.875 7.609 $2,827.77 360 1-Jan-27 $389,680.29
4559367 LAS VEGAS NV 89113 SFD 7.750 7.484 $4,298.47 360 1-Jan-27 $599,428.85
4559402 CLARKSVILLE MD 21029 SFD 7.875 7.609 $2,158.54 360 1-Jan-27 $297,495.12
4559403 DACULA GA 30211 SFD 7.875 7.609 $2,045.06 360 1-Jan-27 $281,855.90
4559427 LIVINGSTON NJ 07039 SFD 7.875 7.609 $4,350.42 360 1-Jan-27 $599,587.08
4559448 DISTRICT OF COLUMBIA DC 20016 SFD 7.750 7.484 $2,134.91 360 1-Jan-27 $297,789.67
4559452 WAYNE NJ 07470 SFD 7.750 7.484 $2,338.37 360 1-Feb-27 $326,400.00
4559457 NEW CANAAN CT 06840 SFD 8.125 7.859 $1,851.05 360 1-Jan-27 $249,136.92
4559469 LARKSPUR CA 94939 SFD 7.750 7.484 $2,288.94 360 1-Jan-27 $319,274.50
4559495 VALRICO FL 33594 SFD 8.250 7.984 $1,976.21 360 1-Dec-26 $262,373.25
4559499 LOS ALTOS CA 94022 SFD 8.000 7.734 $4,288.13 360 1-Jan-27 $584,007.87
4559529 HUNTINGTON BEACH CA 92648 SFD 7.750 7.484 $2,794.01 360 1-Jan-27 $389,724.74
4559555 POWAY CA 92064 SFD 7.625 7.359 $2,224.60 360 1-Jan-27 $314,072.51
4559557 SAN JUAN CAPISTRANO CA 92675 SFD 7.875 7.609 $1,801.08 360 1-Dec-26 $247,840.28
4559575 SILT CO 81652 SFD 7.750 7.484 $2,177.90 360 1-Jan-27 $303,785.43
4559579 FREMONT CA 94538 SFD 7.750 7.484 $1,547.45 360 1-Jan-27 $215,847.55
4559594 ROSWELL GA 30075 SFD 8.125 7.859 $1,529.92 360 1-Jan-27 $205,915.21
4559599 SAN JOSE CA 95123 SFD 8.375 8.109 $1,866.74 360 1-Jan-27 $245,447.34
4559604 FREMONT CA 94539 SFD 7.875 7.609 $1,740.17 360 1-Jan-27 $239,834.83
4559630 WARREN NJ 07059 SFD 7.875 7.609 $3,313.57 360 1-Jan-27 $456,685.49
4559638 TIGARD OR 97224 SFD 7.500 7.234 $2,377.33 360 1-Jan-27 $339,747.67
4559646 GERMANTOWN TN 38139 SFD 7.750 7.484 $2,120.58 360 1-Jan-27 $295,791.09
4559658 GREENSBORO NC 27407 SFD 7.750 7.484 $2,149.24 360 1-Jan-27 $299,788.26
4559662 MEDWAY MA 02053 SFD 7.500 7.234 $1,791.39 360 1-Jan-27 $256,009.86
4559672 THOUSAND OAKS CA 91360 SFD 7.750 7.484 $1,669.25 360 1-Jan-27 $232,835.54
4559680 MESA AZ 85206 SFD 8.375 8.109 $2,367.63 360 1-Dec-26 $310,716.28
4559685 CHARLOTTE NC 28226 SFD 7.750 7.484 $2,349.83 360 1-Jan-27 $327,768.50
4559689 KENT WA 98042 SFD 7.750 7.484 $2,543.26 360 1-Jan-27 $354,649.45
4559696 LAS VEGAS NV 89117 SFD 7.750 7.484 $1,858.74 360 1-Jan-27 $259,266.87
4559700 RICHMOND CA 94804 SFD 7.875 7.609 $1,799.63 360 1-Jan-27 $248,029.18
4559708 LOS ANGELES CA 90293 SFD 7.500 7.234 $2,573.11 360 1-Jan-27 $365,110.64
4559710 BENTONVILLE AR 72712 SFD 8.500 8.234 $2,152.96 360 1-Dec-26 $279,659.54
4559721 BENTONVILLE AR 72712 SFD 8.125 7.859 $2,208.93 360 1-Dec-26 $297,109.47
4559722 OAKDALE CA 95361 SFD 8.000 7.734 $2,172.68 360 1-Jan-27 $295,901.32
4559723 EL CAJON CA 92021 SFD 8.625 8.359 $2,401.43 360 1-Jan-27 $308,567.71
4559736 WOODLAND HILLS CA 91367 SFD 8.375 8.109 $2,018.00 360 1-Dec-26 $265,052.93
4559749 EAST HAMPTON NY 11937 SFD 8.625 8.359 $894.46 360 1-Feb-27 $115,000.00
4559766 WILTON CT 06897 SFD 7.875 7.609 $2,639.26 360 1-Jan-27 $363,749.49
4559779 DAYTON MN 55327 SFD 8.000 7.734 $2,289.35 360 1-Dec-26 $311,579.90
4559790 LAHAINA HI 96761 SFD 7.875 7.609 $1,776.42 360 1-Jan-27 $244,831.39
4559806 BURR RIDGE IL 60521 SFD 7.875 7.609 $3,045.30 360 1-Feb-27 $420,000.00
4559896 GRANTS PASS OR 97526 SFD 7.625 7.359 $2,236.63 360 1-Jan-27 $315,771.29
4559958 SAN FRANCISCO CA 94114 LCO 8.250 7.984 $2,975.02 360 1-Jan-27 $395,747.48
4559988 ARLINGTON VA 22201 SFD 7.750 7.484 $1,791.04 360 1-Jan-27 $249,823.54
4559994 ASHLAND OR 97520 SFD 7.750 7.484 $945.67 360 1-Jan-27 $131,906.83
4560030 PALO ALTO CA 94306 SFD 7.750 7.484 $1,862.68 360 1-Jan-27 $259,816.49
4560043 COVINGTON LA 70433 SFD 7.750 7.484 $1,616.23 360 1-Jan-27 $225,440.77
4560061 MARSHFIELD MA 02050 SFD 7.500 7.234 $1,831.95 360 1-Jan-27 $261,805.55
4560128 LONG BEACH CA 90815 SFD 8.125 7.859 $1,841.39 360 1-Dec-26 $247,674.46
4560134 FREEMONT CA 94539 SFD 8.125 7.859 $2,672.99 360 1-Dec-26 $359,527.43
4560160 BEVERLY HILLS CA 90210 SFD 7.750 7.484 $5,014.89 360 1-Jan-27 $699,505.94
4560162 WHITEHOUSE STATION NJ 08889 SFD 7.375 7.109 $1,630.00 360 1-Jan-27 $235,820.42
4560183 MARIETTA GA 30062 SFD 7.250 6.984 $1,671.34 360 1-Jan-27 $244,808.87
4560184 LITTLE NECK NY 11362 SFD 7.750 7.484 $1,791.04 360 1-Jan-27 $249,823.54
4560219 HIGHLANDS RANCH CO 80126 SFD 7.750 7.484 $1,585.43 360 1-Jan-27 $221,143.80
4560223 NANTUCKET MA 02554 SFD 8.125 7.859 $3,341.24 360 1-Jan-27 $449,705.63
4560242 SURF CITY NJ 08008 SFD 8.000 7.734 $3,668.82 360 1-Jan-27 $499,664.51
4560305 ANDOVER MA 01810 SFD 7.500 7.234 $2,181.55 360 1-Jan-27 $311,768.45
4560310 MCLEAN VA 22101 SFD 7.875 7.609 $1,885.18 360 1-Dec-26 $259,640.97
4560318 WOODINVILLE WA 98072 SFD 7.750 7.484 $2,302.91 360 1-Jan-27 $321,223.12
4560331 SARATOGA CA 95070 SFD 8.000 7.734 $2,406.75 360 1-Jan-27 $327,779.92
4560339 MARLBORO MA 01752 SFD 8.000 7.734 $1,782.39 360 1-Jan-27 $242,747.01
4560381 LAFAYETTE CA 94549 SFD 8.000 7.734 $2,163.14 360 1-Jan-27 $294,602.19
4560396 ADDISON IL 60101 SFD 7.875 7.609 $1,812.68 360 1-Jan-27 $249,627.95
4560491 MAPLEWOOD NJ 07040 SFD 8.500 8.234 $2,706.58 360 1-Dec-26 $351,572.00
4560531 WATSONVILLE CA 95076 LCO 8.750 8.484 $2,070.60 360 1-Dec-26 $262,896.03
4560537 SARATOGA CA 95070 SFD 8.000 7.734 $2,384.74 360 1-Dec-26 $324,562.40
4560542 SANTA CRUZ CA 95062 SFD 8.250 7.984 $2,081.01 360 1-Dec-26 $276,523.83
4560549 CLAYTON CA 94517 PUD 8.375 8.109 $1,801.37 360 1-Dec-26 $236,704.35
4560558 SEBASTOPOL CA 95472 SFD 8.375 8.109 $2,876.73 353 1-Apr-26 $376,053.88
4560611 HOUSTON TX 77025 SFD 7.750 7.484 $2,464.46 360 1-Jan-27 $343,757.21
4560662 TORRANCE CA 90505 LCO 8.125 7.859 $1,888.92 360 1-Dec-26 $253,955.05
4560664 FAIRFAX VA 22033 SFD 7.875 7.609 $3,534.72 360 1-Jan-27 $487,164.50
4560677 SNOHOMISH WA 98290 SFD 7.875 7.609 $2,269.47 360 1-Jan-27 $312,784.59
4560696 UPPER SADDLE RIVER NJ 07458 SFD 8.125 7.859 $2,524.49 360 1-Jan-27 $339,777.59
4560697 MEDFORD NJ 08055 SFD 7.875 7.609 $978.85 360 1-Jan-27 $134,907.09
4560699 RYE BROOK NY 10573 SFD 8.375 8.109 $2,584.25 360 1-Feb-27 $340,000.00
4560712 OCEAN NJ 07712 SFD 8.000 7.734 $686.81 360 1-Jan-27 $93,537.19
4560717 SAN JOSE CA 95120 PUD 8.875 8.609 $1,776.28 360 1-Jan-27 $223,124.84
4560732 SADDLE RIVER NJ 07458 LCO 7.750 7.484 $2,202.97 360 1-Feb-27 $307,500.00
4560737 RICHMOND VA 23229 SFD 7.875 7.609 $3,589.10 360 1-Jan-27 $494,659.34
4560745 WEST BLOOMFIELD MI 48324 SFD 8.000 7.734 $3,279.20 360 1-Jan-27 $446,300.13
4560758 NORTHRIDGE CA 91324 SFD 7.750 7.484 $2,865.65 360 1-Jan-27 $399,717.68
4560766 SCOTTS VALLEY CA 95066 SFD 7.750 7.484 $1,828.29 360 1-Jan-27 $255,019.88
4560786 PELHAM MANOR NY 10803 SFD 7.375 7.109 $2,956.09 360 1-Jan-27 $427,674.33
4560814 SAN MATEO CA 94402 SFD 8.375 8.109 $1,938.19 360 1-Jan-27 $254,841.50
4560819 FOUNTAIN VALLEY CA 92708 SFD 8.125 7.859 $1,871.10 360 1-Jan-27 $251,835.15
4560837 WOODSIDE CA 94062 SFD 8.250 7.984 $2,253.80 360 1-Jan-27 $299,808.70
4560872 ASBURY NJ 08802 SFD 8.875 8.609 $1,809.69 360 1-Dec-26 $227,194.04
4560885 PEBBLE BEACH CA 93953 SFD 7.500 7.234 $2,657.02 360 1-Jan-27 $379,717.98
4560902 BAY SHORE NY 11706 SFD 8.500 8.234 $384.46 360 1-Feb-27 $50,000.00
4560923 LAS VEGAS NV 89117 SFD 8.250 7.984 $1,889.81 360 1-Jan-27 $251,389.60
4560935 LOS ALTOS HILLS CA 94024 SFD 8.000 7.734 $6,288.37 360 1-Jan-27 $856,424.96
4560943 BOWIE MD 20716 SFD 7.750 7.484 $1,672.11 360 1-Jan-27 $233,235.26
4560949 TUCSON AZ 85749 SFD 7.875 7.609 $2,874.91 360 1-Jan-27 $396,227.12
4560954 BASALT CO 81623 SFD 7.625 7.359 $4,204.30 360 1-Jan-27 $593,570.08
4560969 IRVINE CA 92714 SFD 7.750 7.484 $2,507.45 360 1-Jan-27 $349,752.97
4560988 BEVERLY MA 01915 SFD 8.125 7.859 $1,884.46 360 1-Dec-26 $253,466.83
4560998 ALPHARETTA GA 30201 SFD 7.750 7.484 $1,947.93 360 1-Feb-27 $271,900.00
4561006 ISSAQUAH WA 98029 SFD 8.625 8.359 $1,765.98 360 1-Jan-27 $226,915.94
4561015 THOUSAND OAKS NEWBURYCA 91320 SFD 7.750 7.484 $1,793.90 360 1-Jan-27 $250,223.27
4561016 THOUSAND OAKS CA 91320 SFD 7.625 7.359 $2,293.96 360 1-Jan-27 $323,865.43
4561017 CHICAGO IL 60614 LCO 7.750 7.484 $1,811.09 360 1-Jan-27 $252,621.58
4561021 VIENNA VA 22182 SFD 7.875 7.609 $1,950.44 360 1-Jan-27 $268,814.87
4561043 MIAMI FL 33184 SFD 8.500 8.234 $2,060.69 360 1-Jan-27 $267,837.64
4561045 LOS ALTOS CA 94024 SFD 7.375 7.109 $2,313.77 360 1-Jan-27 $334,745.08
4561061 NORTH CHATHAM MA 02650 SFD 7.875 7.609 $1,877.93 360 1-Jan-27 $258,821.76
4561089 PORT RICHEY FL 34668 SFD 7.750 7.484 $214.93 360 1-Jan-27 $29,968.75
4561092 SALT LAKE CITY UT 84109 SFD 7.875 7.609 $2,517.45 360 1-Jan-27 $346,961.05
4561095 THOUSAND OAKS CA 91320 SFD 7.500 7.234 $1,947.66 360 1-Jan-27 $278,343.28
4561123 ATLANTA GA 30305 SFD 8.250 7.984 $2,501.72 360 1-Jan-27 $332,787.66
4561144 FREMONT CA 94539 SFD 8.000 7.734 $2,560.84 360 1-Jan-27 $348,765.83
4561148 LEXINGTON MA 02173 SFD 7.500 7.234 $2,651.43 360 1-Jan-27 $378,918.57
4561170 MIAMI BEACH FL 33141 SFD 8.000 7.734 $1,944.48 360 1-Jan-27 $264,822.19
4561238 BENTONVILLE AR 72712 SFD 7.750 7.484 $1,755.21 360 1-Jan-27 $244,827.08
4561258 WHEATON IL 60187 SFD 8.000 7.734 $1,819.74 360 1-Dec-26 $247,666.08
4561273 FULLERTON CA 92635 SFD 8.250 7.984 $1,711.39 360 1-Jan-27 $227,654.74
4561276 ARLINGTON VA 22205 SFD 7.750 7.484 $2,550.43 360 1-Jan-27 $355,748.74
4561291 GREAT NECK NY 11024 SFD 8.000 7.734 $1,761.03 360 1-Jan-27 $239,838.97
4561327 LOS ANGELES CA 90045 SFD 7.875 7.609 $1,767.36 360 1-Jan-27 $243,582.25
4561337 AROMAS CA 95004 SFD 7.875 7.609 $2,001.20 360 1-Jan-27 $275,810.05
4561339 LOS GATOS CA 95030 SFD 7.375 7.109 $2,581.40 360 1-Jan-27 $373,465.61
4561354 PORTSMOUTH RI 02871 SFD 8.375 8.109 $1,653.16 360 1-Jan-27 $217,364.81
4561365 WOODINVILLE WA 98072 SFD 7.750 7.484 $2,068.64 360 1-Jan-27 $288,546.20
4561422 CHATSWORTH CA 91311 SFD 7.500 7.234 $3,719.83 360 1-Jan-27 $531,605.17
4561448 LOS ANGELES CA 90049 SFD 7.875 7.609 $2,320.23 360 1-Jan-27 $319,779.77
4561449 FALLS CHURCH VA 22046 SFD 7.875 7.609 $2,001.56 360 1-Feb-27 $276,050.00
4561451 SANTA ROSA CA 95405 SFD 8.000 7.734 $1,907.79 360 1-Jan-27 $259,825.54
4561459 SAN ANTONIO TX 78230 SFD 7.750 7.484 $2,149.24 360 1-Jan-27 $299,788.26
4561484 RYE NY 10580 SFD 7.750 7.484 $3,582.07 360 1-Jan-27 $499,647.10
4561487 MENDOCINO CA 95460 SFD 7.375 7.109 $2,486.44 360 1-Jan-27 $359,726.06
4561490 SEATTLE WA 98105 SFD 7.875 7.609 $2,410.14 360 1-Jan-27 $332,171.24
4561543 SAN JOSE CA 95126 SFD 7.500 7.234 $2,097.65 360 1-Jan-27 $299,777.35
4561553 LOS ANGELES CA 90077 SFD 7.750 7.484 $2,487.39 360 1-Jan-27 $346,954.94
4561560 LINCOLN MA 01773 SFD 8.375 8.109 $2,660.26 360 1-Feb-27 $350,000.00
4561582 SARATOGA CA 95070 SFD 8.000 7.734 $2,307.69 360 1-Jan-27 $314,288.98
4561630 TAMPA FL 33606 SFD 7.875 7.609 $1,740.17 360 1-Jan-27 $239,834.83
4561635 ASHBURN VA 22011 PUD 8.125 7.859 $1,816.90 360 1-Jan-27 $244,539.92
4561656 PEMBROKE PINES FL 33025 SFD 8.500 8.234 $738.16 360 1-Jan-27 $95,941.84
4561658 SEATTLE WA 98112 SFD 7.625 7.359 $1,734.10 360 1-Jan-27 $244,822.67
4561666 SAN ANSELMO CA 94960 SFD 7.875 7.609 $2,552.25 360 1-Jan-27 $351,757.75
4561668 IRVINE CA 92715 SFD 7.750 7.484 $3,282.61 360 1-Jan-27 $457,876.60
4561693 POLSON MT 59860 SFD 7.875 7.609 $2,428.99 360 1-Jan-27 $334,769.45
4561694 BLAINE MN 55449 SFD 7.750 7.484 $2,464.46 360 1-Feb-27 $344,000.00
4561713 NEW FAIRFIELD CT 06812 SFD 8.125 7.859 $920.70 360 1-Feb-27 $124,000.00
4561766 LAS VEGAS NV 89129 SFD 8.375 8.109 $1,976.19 360 1-Dec-26 $259,675.67
4561780 CEDAR PARK TX 78613 SFD 7.875 7.609 $1,921.44 360 1-Jan-27 $264,817.62
4561788 MORGAN HILL CA 95037 SFD 7.750 7.484 $2,005.96 360 1-Jan-27 $279,802.37
4561804 ARVADA CO 80007 SFD 7.875 7.609 $1,967.48 360 1-Jan-27 $271,163.25
4561808 REDMOND WA 98052 SFD 7.875 7.609 $2,131.71 360 1-Jan-27 $293,797.67
4561810 OCEANSIDE CA 92029 LCO 8.250 7.984 $450.76 360 1-Dec-26 $59,667.26
4561816 DIAMOND BAR CA 91765 SFD 8.250 7.984 $1,953.30 360 1-Dec-26 $259,667.26
4561820 NORTHPORT NY 11768 PUD 7.625 7.359 $3,029.36 360 1-Jan-27 $427,690.22
4561878 SAN ANTONIO TX 78209 SFD 7.875 7.609 $2,784.27 360 1-Feb-27 $384,000.00
4561894 HOUSTON TX 77056 SFD 7.625 7.359 $1,738.35 360 1-Jan-27 $245,422.23
4561937 NEW ROCHELLE NY 10583 SFD 8.250 7.984 $1,803.04 360 1-Jan-27 $239,846.96
4561952 NEW ROCHELLE NY 10801 SFD 8.250 7.984 $1,863.15 360 1-Jan-27 $247,841.85
4561965 FREMONT CA 94539 SFD 8.125 7.859 $2,296.55 360 1-Jan-27 $309,097.67
4561969 LAKE OSWEGO OR 97034 SFD 7.875 7.609 $2,535.21 360 1-Jan-27 $349,409.37
4562131 SEATTLE WA 98109 SFD 7.125 6.859 $1,406.73 360 1-Jan-27 $208,633.02
4562159 STRATFORD CT 06497 SFD 7.750 7.484 $1,243.70 360 1-Feb-27 $173,600.00
4562165 LOS ANGELES CA 90024 SFD 7.875 7.609 $6,362.49 360 1-Jan-27 $876,896.10
4562253 SAN JOSE CA 95126 SFD 7.750 7.484 $2,481.66 360 1-Jan-27 $346,155.51
4562293 SAN ANSELMO CA 94960 SFD 7.625 7.359 $2,725.01 360 1-Jan-27 $384,721.34
4562303 SCOTTSDALE AZ 85260 SFD 8.000 7.734 $2,091.23 360 1-Jan-27 $284,808.77
4562337 NOVATO CA 94949 SFD 7.875 7.609 $1,943.19 360 1-Jan-27 $267,815.56
4562394 SAN JOSE CA 95132 SFD 8.250 7.984 $2,170.03 360 1-Dec-26 $288,480.37
4562411 BASKING RIDGE NJ 07920 LCO 8.750 8.484 $780.41 360 1-Jan-27 $99,142.92
4562416 TORRANCE CA 90503 SFD 7.750 7.484 $1,769.54 360 1-Feb-27 $247,000.00
4562422 NAPLES FL 34103 LCO 8.375 8.109 $583.74 360 1-Jan-27 $76,752.26
4562423 WOODSTOCK NY 12498 SFD 8.875 8.609 $795.65 360 1-Feb-27 $100,000.00
4562427 KENSINGTON MD 20895 SFD 7.625 7.359 $1,939.35 360 1-Jan-27 $273,801.69
4562428 CROFTON MD 21114 SFD 7.750 7.484 $859.70 360 1-Jan-27 $119,915.30
4562433 MANHATTAN BEACH CA 90266 SFD 8.250 7.984 $3,647.40 360 1-Feb-27 $485,500.00
4562608 MCLEAN VA 22101 SFD 7.625 7.359 $3,517.73 360 1-Jan-27 $496,640.29
4562627 LADUE MO 63124 SFD 7.750 7.484 $3,489.03 240 1-Jan-17 $424,255.76
4562719 MARSHFIELD MA 02050 SFD 7.750 7.484 $1,640.59 360 1-Feb-27 $229,000.00
4562731 SPRINGVILLE UT 84663 SFD 8.250 7.984 $1,962.69 360 1-Dec-26 $260,777.87
4562745 SILVER SPRING MD 20901 SFD 7.875 7.609 $1,682.17 360 1-Jan-27 $231,840.33
4562801 TENAFLY NJ 07670 SFD 8.250 7.984 $3,756.34 360 1-Jan-27 $499,681.16
4562823 NEWPORT BEACH CA 92662 SFD 8.375 8.109 $4,286.81 360 1-Jan-27 $563,649.44
4562887 NORTH RICHLAND HILLS TX 76180 SFD 8.500 8.234 $578.23 360 1-Feb-27 $75,200.00
4562940 SUGAR LAND TX 77479 SFD 7.750 7.484 $3,402.96 360 1-Jan-27 $474,664.75
4562984 BETHESDA MD 20816 SFD 8.250 7.984 $2,332.69 360 1-Jan-27 $310,302.00
4562992 ROGERS AR 72758 SFD 7.500 7.234 $1,538.27 360 1-Jan-27 $219,836.73
4563089 SARATOGA CA 95070 SFD 7.750 7.484 $3,524.75 360 1-Jan-27 $491,652.75
4563118 LOS ANGELES CA 90066 SFD 8.500 8.234 $1,922.29 360 1-Feb-27 $250,000.00
4563130 BEND OR 97701 SFD 7.625 7.359 $1,953.51 360 1-Jan-27 $275,800.24
4563197 MORGAN HILL CA 95037 SFD 8.000 7.734 $1,797.73 360 1-Feb-27 $245,000.00
4563208 LAKEWOOD CO 80215 SFD 8.250 7.984 $930.82 360 1-Jan-27 $123,820.99
4563241 PHOENIX AZ 85021 SFD 8.250 7.984 $1,652.79 360 1-Jan-27 $219,859.71
4563272 LEXINGTON MA 02173 SFD 7.750 7.484 $2,444.40 360 1-Feb-27 $341,200.00
4563274 MALIBU CA 90265 SFD 9.250 8.984 $3,743.18 360 1-Jan-27 $454,764.11
4563313 FORT LAUDERDALE FL 33308 SFD 8.125 7.859 $1,603.80 360 1-Feb-27 $216,000.00
4563403 ANNANDALE VA 22003 SFD 7.750 7.484 $1,848.35 360 1-Feb-27 $258,000.00
4563459 CARLSBAD CA 92009 SFD 8.625 8.359 $1,925.03 360 1-Dec-26 $247,206.70
4563470 SAN ANTONIO TX 78248 SFD 8.250 7.984 $2,359.73 360 1-Jan-27 $313,899.71
4563478 WESTMINISTER CA 92683 SFD 8.250 7.984 $1,744.45 360 1-Dec-26 $231,902.84
4563492 SAN FRANCISCO CA 94122 SFD 8.000 7.734 $1,769.85 360 1-Jan-27 $241,038.15
4563623 LOS ANGELES CA 90066 SFD 7.875 7.609 $2,059.20 360 1-Jan-27 $283,170.15
4563683 TIGARD OR 97224 SFD 8.000 7.734 $1,878.44 360 1-Jan-27 $255,828.23
4563798 EL GRANADA CA 94018 SFD 7.625 7.359 $2,024.30 360 1-Feb-27 $286,000.00
4563802 BUFFALO GROVE IL 60089 SFD 8.875 8.609 $1,732.92 360 1-Jan-27 $217,677.89
4563827 HOPKINTON MA 01748 SFD 7.625 7.359 $1,804.88 360 1-Feb-27 $255,000.00
4563834 WHITEHOUSE TX 75791 SFD 8.125 7.859 $442.16 360 1-Feb-27 $59,550.00
4563846 SHERBORN MA 01770 SFD 7.500 7.234 $1,748.04 360 1-Jan-27 $249,814.46
4563859 TEMECULA CA 92592 SFD 8.250 7.984 $2,144.87 360 1-Jan-27 $285,117.94
4563893 ANAHEIM CA 92808 PUD 8.000 7.734 $2,230.65 360 1-Jan-27 $303,796.02
4563970 PALM DESERT CA 92260 SFD 8.000 7.734 $1,747.83 360 1-Dec-26 $237,879.27
4564021 GILBERT AZ 85234 SFD 8.000 7.734 $1,882.11 360 1-Jan-27 $256,327.89
4564053 SOUTH SAN FRANCISCO CA 94080 LCO 7.750 7.484 $931.34 360 1-Jan-27 $129,839.58
4564173 PALO ALTO CA 94301 SFD 8.000 7.734 $3,595.45 360 1-Dec-26 $489,340.24
4564195 PALO ALTO CA 94301 SFD 8.625 8.359 $4,460.61 350 1-Jan-26 $568,822.13
4564312 COSTA MESA CA 92626 SFD 8.000 7.734 $2,117.65 360 1-Jan-27 $288,342.67
4564344 WEST HOLLYWOOD CA 90069 SFD 8.000 7.734 $2,993.76 360 1-Jan-27 $407,726.24
4564540 MODESTO CA 95356 SFD 8.125 7.859 $3,541.71 360 1-Jan-27 $476,687.98
4564878 CASA GRANDE AZ 85222 SFD 8.250 7.984 $501.85 360 1-Jan-27 $66,714.80
4564915 WOODSTOCK MD 21163 SFD 7.750 7.484 $1,962.97 360 1-Jan-27 $273,806.61
4564974 PLANO TX 75093 SFD 8.000 7.734 $2,475.72 360 1-Jan-27 $337,173.61
4565068 GAHANNA OH 43230 SFD 8.250 7.984 $2,567.08 360 1-Jan-27 $339,513.14
4565131 RAMONA CA 92065 SFD 8.250 7.984 $2,449.13 360 1-Jan-27 $325,792.12
4565155 NEEDHAM MA 02192 SFD 8.250 7.984 $2,193.70 360 1-Jan-27 $291,813.80
4565181 PLEASANTVILLE NY 10570 SFD 8.375 8.109 $1,666.08 360 1-Jan-27 $219,063.75
4565209 QUEENSTOWN MD 21658 SFD 8.500 8.234 $1,982.65 360 1-Jan-27 $257,693.79
4565261 SAN JOSE CA 95120 SFD 8.375 8.109 $2,733.22 360 1-Feb-27 $359,600.00
4565378 CANTON GA 30114 SFD 7.875 7.609 $1,799.98 360 1-Jan-27 $248,079.16
4565408 SAN RAFAEL CA 94903 SFD 7.875 7.609 $1,087.61 360 1-Jan-27 $149,896.77
4565556 HOLLISTER CA 95023 SFD 8.250 7.984 $1,580.67 360 1-Feb-27 $210,400.00
4565682 ARROYO GRANDE CA 93420 SFD 8.000 7.734 $1,650.97 360 1-Dec-26 $224,697.05
4565683 ELK GROVE CA 95758 SFD 8.750 8.484 $1,699.27 360 1-Nov-26 $215,624.46
4565798 BEAVERTON OR 97007 SFD 8.750 8.484 $1,888.09 360 1-Feb-27 $240,000.00
4565944 TUCSON AZ 85750 SFD 7.875 7.609 $3,289.64 360 1-Jan-27 $453,387.77
4566066 SCOTTSDALE AZ 85251 SFD 7.875 7.609 $1,739.08 360 1-Jan-27 $239,684.94
4566248 FOUNTAIN HILLS AZ 85268 SFD 8.375 8.109 $1,036.74 360 1-Jan-27 $136,315.22
4566301 LITCHFIELD PARK AZ 85340 SFD 8.500 8.234 $2,249.07 360 1-Jan-27 $292,322.80
4566583 ROSWELL GA 30075 SFD 7.750 7.484 $2,010.97 360 1-Jan-27 $280,501.88
4566618 SUNNYDALE CA 94087 SFD 7.875 7.609 $2,024.39 360 1-Feb-27 $279,200.00
4566754 LA SELVA BEACH CA 95076 SFD 8.125 7.859 $1,841.39 360 1-Jan-27 $247,837.78
4566758 SAN JOSE CA 95126 SFD 7.875 7.609 $2,504.52 360 1-Jan-27 $345,180.29
4566793 ALEXANDRIA VA 22309 SFD 7.625 7.359 $3,114.30 360 1-Feb-27 $440,000.00
4566798 ANAHEIM CA 92808 SFD 8.125 7.859 $1,603.79 360 1-Jan-27 $215,858.71
4566916 SIMI VALLEY CA 93065 SFD 8.000 7.734 $2,228.44 360 1-Jan-27 $303,496.23
4566932 WEST HILLS AREA CA 91307 SFD 8.125 7.859 $1,781.99 360 1-Jan-27 $239,843.01
4567163 FAIR LAWN NJ 07410 SFD 8.625 8.359 $1,897.81 360 1-Feb-27 $244,000.00
4567371 BEAUMONT TX 77706 SFD 8.125 7.859 $1,642.78 360 1-Feb-27 $221,250.00
4569488 WEST HILLS AREA CA 91307 SFD 8.125 7.859 $1,692.89 360 1-Feb-27 $228,000.00
4571649 KEY WEST FL 33040 SFD 8.500 8.234 $2,208.32 360 1-Feb-27 $287,200.00
COUNT: 1030 $298,204,347.00
WAC: 8.119745141
WAM: 357.1845541
WALTV: 75.71094104
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3155676 SOUTHBURY CT 06488 SFD 31.08 0.250 0.016
3574813 PLANTATION FL 33325 SFD 79.91 0.250 0.016
4456428 ORIENT NY 11957 SFD 75.00 0.250 0.016
4482967 LUDLOW VT 05149 LCO 80.00 0.250 0.016
4489012 DALLAS TX 75229 SFD 73.29 0.250 0.016
4493096 LOXAHATCHEE FL 33470 SFD 79.99 0.250 0.016
4493795 PORT JEFFERSON STN NY 11776 SFD 85.43 33 0.250 0.016
4497802 NESCONSET NY 11767 SFD 77.89 0.250 0.016
4501593 STATEN ISLAND NY 10302 SFD 75.00 0.250 0.016
4508159 SUFFERN NY 10901 SFD 94.99 0.250 0.016
4512220 BATON ROUGE LA 70809 SFD 54.35 0.250 0.016
4513644 MIAMI FL 33196 SFD 85.94 13 0.250 0.016
4513928 LEES SUMMIT MO 64081 SFD 95.00 0.250 0.016
4515007 LAKE CHARLES LA 70605 SFD 89.98 0.250 0.016
4517186 BASKING RIDGE NJ 07920 SFD 61.63 0.250 0.016
4518700 CUMMING GA 30130 SFD 60.87 0.250 0.016
4518762 HILTON HEAD ISLAND SC 29926 SFD 41.52 0.250 0.016
4526787 SOUTHAMPTON NY 11968 SFD 70.00 0.250 0.016
4527089 RIDGEWOOD NJ 07450 SFD 64.95 0.250 0.016
4527290 MILLER PLACE NY 11764 SFD 69.98 0.250 0.016
4528053 RONKONKOMA NY 11779 SFD 70.00 0.250 0.016
4530601 SOMERS NY 10536 SFD 77.89 0.250 0.016
4531512 DRESHER PA 19025 SFD 79.98 0.250 0.016
4533195 MILILANI HI 96789 SFD 80.00 0.250 0.016
4533494 MCKINNEY TX 75070 SFD 77.10 0.250 0.016
4534360 EUGENE OR 97401 SFD 79.21 0.250 0.016
4535004 LUDLOW VT 05149 LCO 80.00 0.250 0.016
4536288 TORRANCE CA 90503 SFD 79.64 0.250 0.016
4536830 CALABASH NC 28467 SFD 65.12 0.250 0.016
4537026 LIVINGSTON NJ 07039 SFD 90.00 0.250 0.016
4537339 YONKERS NY 10704 SFD 80.00 0.250 0.016
4537388 SALT LAKE CITY UT 84121 SFD 58.33 0.250 0.016
4537427 DAVIS CA 95616 SFD 90.00 17 0.250 0.016
4537461 SCOTTSDALE AZ 85259 SFD 94.90 33 0.250 0.016
4537490 SAN JOSE CA 95121 SFD 90.00 01 0.250 0.016
4537528 GRANVILLE NY 12832 SFD 75.58 0.250 0.016
4537571 KANEOHE HI 96744 SFD 90.00 33 0.250 0.016
4537641 FLUSHING NY 11358 SFD 65.22 0.250 0.016
4537716 DIX HILLS NY 11746 SFD 75.00 0.250 0.016
4537817 BOWIE MD 20721 SFD 78.89 0.250 0.016
4537980 BASTROP TX 78602 SFD 80.00 0.250 0.016
4538347 EAST HAMPTON CT 06424 SFD 80.00 0.250 0.016
4538385 RIDGEWOOD NJ 07450 SFD 76.27 0.250 0.016
4538966 SAN CLEMENTE CA 92672 SFD 74.99 0.250 0.016
4539357 MANITOU SPRINGS CO 80829 SFD 70.65 0.250 0.016
4539513 ASHBURN VA 22011 SFD 79.99 0.250 0.016
4539795 TORRANCE CA 90505 SFD 79.56 0.250 0.016
4539817 DOVE CANYON CA 92679 SFD 89.99 11 0.250 0.016
4539974 MISSION VIEJO CA 92692 SFD 89.00 0.250 0.016
4540118 BAYSIDE NY 11360 SFD 80.00 0.250 0.016
4540141 LUDLOW VT 05149 LCO 80.00 0.250 0.016
4540245 CARMEL IN 46033 SFD 63.16 0.250 0.016
4540279 MADISON OH 44057 SFD 50.00 0.250 0.016
4540328 WALNUT CREEK CA 94598 SFD 78.58 0.250 0.016
4540420 EATON CO 80615 SFD 80.00 0.250 0.016
4540493 WEST PALM BEACH FL 33411 SFD 75.00 0.250 0.016
4540511 CORTLANDT MANOR NY 10566 SFD 80.00 0.250 0.016
4540592 LAS VEGAS NV 89128 SFD 79.98 0.250 0.016
4540634 WEST BLOOMFIELD MI 48324 SFD 79.99 0.250 0.016
4540719 VENTURA CA 93003 SFD 77.39 0.250 0.016
4540730 MELBOURNE BEACH FL 32951 SFD 63.48 0.250 0.016
4540770 MIAMI FL 33176 SFD 90.00 33 0.250 0.016
4540943 NORTHRIDGE CA 91326 SFD 75.86 0.250 0.016
4541085 HOWELL NJ 07727 SFD 84.98 33 0.250 0.016
4541127 LAUDERDALE LAKES FL 33319 SFD 75.00 0.250 0.016
4541302 CHESTERFIELD MO 63005 SFD 66.31 0.250 0.016
4541312 NORTHPORT NY 11768 SFD 87.76 17 0.250 0.016
4541322 GLEN COVE NY 11542 SFD 80.00 0.250 0.016
4541326 ORANGEBURG NY 10962 SFD 53.67 0.250 0.016
4541571 PAGOSA SPRINGS CO 81147 SFD 80.00 0.250 0.016
4541637 AVON CT 06001 SFD 67.07 0.250 0.016
4541675 CALABASAS CA 91302 SFD 69.72 0.250 0.016
4542115 WEST PALM BEACH FL 33414 SFD 80.00 0.250 0.016
4542195 SAINT CHARLES IL 60174 SFD 78.95 0.250 0.016
4542224 ALPHARETTA GA 30201 PUD 79.98 0.250 0.016
4542281 VANCOUVER WA 98684 SFD 75.00 0.250 0.016
4542308 SALT LAKE CITY UT 84108 SFD 77.90 0.250 0.016
4542310 VIENNA VA 22182 SFD 80.00 0.250 0.016
4542735 AIRMONT NY 10952 SFD 80.00 0.250 0.016
4542777 HAMPTON BAYS NY 11946 SFD 89.98 13 0.250 0.016
4543053 BOUNTIFUL UT 84010 SFD 93.16 06 0.250 0.016
4543068 MINNETONKA MN 55343 SFD 75.31 0.250 0.016
4543093 HIGHLANDS RANCH CO 80126 SFD 90.00 33 0.250 0.016
4543102 SUMMERTON SC 29148 SFD 95.00 33 0.250 0.016
4543165 LAS VEGAS NV 89129 SFD 70.59 0.250 0.016
4543277 HONOLULU HI 96825 SFD 80.00 0.250 0.016
4543281 COMMACK NY 11725 SFD 79.99 0.250 0.016
4543368 FAIRFAX VA 22031 SFD 90.00 01 0.250 0.016
4543380 COOPER CITY FL 33330 SFD 67.65 0.250 0.016
4543460 WYCKOFF NJ 07481 SFD 80.00 0.250 0.016
4543572 ROLLING HILLS EST. CA 90274 SFD 80.00 0.250 0.016
4543609 GRAND JUNCTION CO 81503 SFD 88.04 0.250 0.016
4543679 BETHANY BEACH DE 19930 SFD 80.00 0.250 0.016
4543748 SAN JOSE CA 95132 SFD 67.88 0.250 0.016
4543865 LAS VEGAS NV 89128 SFD 95.00 11 0.250 0.016
4543874 MILPITAS CA 95035 SFD 89.99 33 0.250 0.016
4543944 NEW ROCHELLE NY 10804 SFD 90.00 33 0.250 0.016
4543969 TEWKSBURY NJ 08832 SFD 73.04 0.250 0.016
4543976 SOUTHLAKE TX 75092 SFD 79.15 0.250 0.016
4543991 REISTERTOWN MD 21136 SFD 79.99 0.250 0.016
4544045 SAN FRANCISCO CA 94114 SFD 79.91 0.250 0.016
4544046 ADDISON TX 75240 SFD 77.76 0.250 0.016
4544047 KNOXVILLE TN 37922 SFD 77.35 0.250 0.016
4544053 MASON OH 45040 SFD 94.97 12 0.250 0.016
4544115 YUCAIPA CA 92399 SFD 69.67 0.250 0.016
4544200 BEAVER CREEK CO 81620 LCO 80.00 0.250 0.016
4544204 SCOTTSDALE AZ 85255 SFD 90.00 01 0.250 0.016
4544215 MASTIC BEACH NY 11951 SFD 79.75 0.250 0.016
4544252 PHOENIX AZ 85020 SFD 84.75 33 0.250 0.016
4544273 LAKE OSWEGO OR 97035 SFD 80.00 0.250 0.016
4544298 ATLANTA GA 30327 SFD 94.99 17 0.250 0.016
4544360 OCEAN CITY NJ 08226 LCO 80.00 0.250 0.016
4544487 FOSTER CITY CA 94404 PUD 95.00 33 0.250 0.016
4544502 HENDERSON NV 89014 SFD 85.55 01 0.250 0.016
4544503 MIAMI FL 33176 SFD 80.00 0.250 0.016
4544523 OLYMPIA WA 98501 SFD 80.00 0.250 0.016
4544537 OLD BRIDGE NJ 08857 SFD 80.46 11 0.250 0.016
4544544 ASPEN CO 81611 SFD 69.29 0.250 0.016
4544554 BEAVER CREEK CO 81620 SFD 69.44 0.250 0.016
4544567 SPEONK NY 11972 SFD 80.00 0.250 0.016
4544716 POTOMAC MD 20854 SFD 75.00 0.250 0.016
4544724 LINCOLN PARK NJ 07035 SFD 70.65 0.250 0.016
4544776 RENO NV 89509 SFD 79.89 0.250 0.016
4544830 WESTHAMPTON NY 11977 SFD 80.00 0.250 0.016
4544832 STEWARTSTOWN PA 17363 SFD 80.00 0.250 0.016
4544960 GRANADA HILLS CA 91344 SFD 90.00 06 0.250 0.016
4545004 PENFIELD NY 14580 SFD 70.00 0.250 0.016
4545027 JERICHO NY 11753 SFD 80.00 0.250 0.016
4545097 DUBLIN OH 43017 SFD 83.85 33 0.250 0.016
4545156 CANTON MI 48188 SFD 89.49 17 0.250 0.016
4545175 OCEANSIDE NY 11572 SFD 80.00 0.250 0.016
4545179 FOREST HILLS NY 11375 MF2 86.09 01 0.250 0.016
4545190 FOREST HILLS NY 11375 SFD 80.00 0.250 0.016
4545309 MT JULIET TN 37122 SFD 80.00 0.250 0.016
4545338 BRENTWOOD TN 37027 SFD 80.00 0.250 0.016
4545378 NEW YORK NY 10021 HCO 80.00 0.250 0.016
4545421 RIVERDALE MD 20737 SFD 94.91 06 0.250 0.016
4545450 GOLDEN CO 80403 SFD 78.88 0.250 0.016
4545454 LANSDALE PA 19446 SFD 75.95 0.250 0.016
4545476 BRISTOL RI 02809 SFD 71.43 0.250 0.016
4545520 BOISE ID 83702 SFD 64.86 0.250 0.016
4545554 GILBERT AZ 85236 SFD 79.55 0.250 0.016
4545573 HALF MOON BAY CA 94019 SFD 90.00 0.250 0.016
4545579 WYCKOFF NJ 07481 SFD 69.89 0.250 0.016
4545594 MASSAPEQUA PARK NY 11762 SFD 45.95 0.250 0.016
4545616 WEST ISLIP NY 11795 SFD 74.97 0.250 0.016
4545617 LEWES DE 19958 SFD 88.57 33 0.250 0.016
4545710 ENUMCLAW WA 98022 SFD 69.41 0.250 0.016
4545715 SWAMPSCOTT MA 01907 SFD 80.00 0.250 0.016
4545821 BOULDER CO 80301 SFD 80.00 0.250 0.016
4545825 EAST HILLS NY 11577 SFD 85.00 06 0.250 0.016
4545829 SEARINGTOWN NY 11576 SFD 80.00 0.250 0.016
4545831 WEST WINDSOR NJ 08550 SFD 86.49 FX30YR 0.250 0.016
4545832 CORAL SPRINGS FL 33065 LCO 80.00 0.250 0.016
4545850 SMITHVILLE MO 64089 SFD 80.00 0.250 0.016
4545859 BOERNE TX 78006 SFD 73.42 0.250 0.016
4545889 BOWIE MD 20715 SFD 86.04 13 0.250 0.016
4545891 PEWAUKEE WI 53072 SFD 90.00 13 0.250 0.016
4545894 ELKTON MD 21921 SFD 84.32 06 0.250 0.016
4545895 EDGEWOOD KY 41017 SFD 94.99 12 0.250 0.016
4545903 PHOENIX AZ 85310 SFD 67.89 0.250 0.016
4545956 CASTLE HAYNE NC 28429 SFD 80.00 0.250 0.016
4545959 VAIL CO 81657 SFD 80.00 0.250 0.016
4545977 ORADELL NJ 07649 SFD 80.00 0.250 0.016
4545982 LAS VEGAS NV 89108 SFD 90.00 01 0.250 0.016
4546048 FORT WAYNE IN 46804 SFD 70.86 0.250 0.016
4546090 KENNESAW GA 30144 SFD 89.99 12 0.250 0.016
4546111 HERNDON VA 20171 SFD 90.00 01 0.250 0.016
4546149 GERMANTOWN MD 20876 SFD 95.00 11 0.250 0.016
4546297 SIGNAL MOUNTAIN TN 37377 SFD 70.00 0.250 0.016
4546352 PLEASANT VIEW UT 84414 SFD 73.75 0.250 0.016
4546365 YORKTOWN HEIGHTS NY 10566 SFD 90.00 12 0.250 0.016
4546379 HONOLULU HI 96817 LCO 80.00 0.250 0.016
4546393 WAYNE PA 19087 SFD 74.77 0.250 0.016
4546395 SURFSIDE FL 33154 SFD 80.00 0.250 0.016
4546402 FLAGSTAFF AZ 86004 SFD 79.71 0.250 0.016
4546507 MARBLEHEAD MA 01945 SFD 70.00 0.250 0.016
4546513 ORCHARD LAKE VILLAGE MI 48323 SFD 80.00 0.250 0.016
4546519 BEVERLY MA 01965 SFD 70.00 0.250 0.016
4546531 VALLEY STREAM NY 11580 SFD 80.00 0.250 0.016
4546562 VICKSBURG MS 39180 SFD 80.00 0.250 0.016
4546587 FAYETTEVILLE GA 30215 SFD 90.00 11 0.250 0.016
4546600 SANDY UT 84093 SFD 86.74 01 0.250 0.016
4546622 GARDEN GROVE CA 92640 SFD 80.00 0.250 0.016
4546670 PLEASANT VIEW UT 84414 SFD 70.72 0.250 0.016
4546710 HARTSDALE NY 10530 SFD 75.00 0.250 0.016
4546747 NEW ROCHELLE NY 10804 SFD 80.00 0.250 0.016
4546777 NORTH ROYALTON OH 44133 SFD 79.76 0.250 0.016
4546778 REISTERSTOWN MD 21136 SFD 78.86 0.250 0.016
4546785 EMERALD ISLE NC 28594 SFD 90.00 0.250 0.016
4546808 HEBRON MD 21830 SFD 78.57 0.250 0.016
4546845 WALNUT CREEK CA 94598 SFD 61.39 0.250 0.016
4546857 WOODLAND HILLS CA 91364 SFD 68.46 0.250 0.016
4546858 TIERRA VERDE FL 33715 LCO 85.63 0.250 0.016
4546860 KAILUA HI 96734 SFD 68.86 0.250 0.016
4546935 REHOBOTH BEACH DE 19971 SFD 64.72 0.250 0.016
4546944 BRONXVILLE NY 10708 SFD 74.03 0.250 0.016
4546967 CEDAR GROVE NJ 07009 LCO 59.52 0.250 0.016
4546974 SCOTTSDALE AZ 85255 SFD 71.90 0.250 0.016
4546989 HENDERSON NV 89014 SFD 89.98 06 0.250 0.016
4547052 SOUTHBURY CT 06488 SFD 77.24 0.250 0.016
4547067 ELKTON MD 21921 SFD 89.99 13 0.250 0.016
4547091 CORVALLIS OR 97330 SFD 85.00 12 0.250 0.016
4547096 RAMSEY MN 55303 SFD 67.42 0.250 0.016
4547107 CORVALLIS MT 59828 SFD 73.42 0.250 0.016
4547137 PARK RIDGE NJ 07656 SFD 89.92 06 0.250 0.016
4547144 LITTLE ROCK AR 72211 SFD 38.19 0.250 0.016
4547168 LONG BEACH NY 11561 SFD 88.05 33 0.250 0.016
4547204 DOWNEY CA 90240 SFD 95.00 11 0.250 0.016
4547207 WILLIAMSBURG VA 23185 SFD 38.96 0.250 0.016
4547212 BURLINGAME CA 94010 SFD 80.00 0.250 0.016
4547235 SAN ANTONIO TX 78209 SFD 80.00 0.250 0.016
4547243 PLYMOUTH PA 18651 SFD 75.00 0.250 0.016
4547249 VIRGINIA BEACH VA 23456 SFD 80.00 0.250 0.016
4547251 ZEPHYR COVE NV 89448 SFD 80.00 0.250 0.016
4547303 BROOKLYN NY 11210 SFD 80.00 0.250 0.016
4547337 BOULDER CO 80302 SFD 80.00 0.250 0.016
4547343 RICHMOND VA 23226 SFD 71.29 0.250 0.016
4547367 DALLAS TX 75248 SFD 70.00 0.250 0.016
4547379 NEWTON MA 02159 SFD 90.00 01 0.250 0.016
4547457 PLANO TX 75093 SFD 58.54 0.250 0.016
4547473 GERMANTOWN TN 38138 SFD 74.32 0.250 0.016
4547477 CINCINNATI OH 45243 SFD 75.19 0.250 0.016
4547485 BEND OR 97701 SFD 79.31 0.250 0.016
4547488 SUDBURY MA 01776 SFD 76.36 0.250 0.016
4547492 PALO ALTO CA 94306 SFD 80.00 0.250 0.016
4547508 BASKING RIDGE NJ 07920 SFD 90.00 01 0.250 0.016
4547518 ARLINGTON HEIGHTS IL 60004 SFD 79.93 0.250 0.016
4547519 SOUTH RIVER NJ 08882 SFD 94.98 01 0.250 0.016
4547534 BELLEVUE WA 98006 SFD 75.00 0.250 0.016
4547566 JACKSONVILLE BEACH FL 32250 SFD 66.45 0.250 0.016
4547588 CARTERSVILLE GA 30120 SFD 80.00 0.250 0.016
4547593 SOUTH JORDAN UT 84095 SFD 80.00 0.250 0.016
4547601 GERMANTOWN MD 20876 SFD 94.99 33 0.250 0.016
4547608 RAMSEY NJ 07446 SFD 86.67 01 0.250 0.016
4547630 WAVES NC 27982 SFD 46.15 0.250 0.016
4547635 PACIFICA CA 94044 SFD 80.00 0.250 0.016
4547644 PHOENIX AZ 85018 SFD 79.88 0.250 0.016
4547650 POWAY CA 92064 SFD 65.10 0.250 0.016
4547668 BOONTON NJ 07005 SFD 90.00 0.250 0.016
4547684 SWANTON MD 21561 SFD 76.92 0.250 0.016
4547687 CROTON-ON-HUDSON NY 10520 SFD 80.00 0.250 0.016
4547710 BETHEL CT 06801 SFD 76.60 0.250 0.016
4547763 KENDALL PARK NJ 08824 SFD 79.99 0.250 0.016
4547765 SANTA MONICA CA 90405 SFD 81.37 0.250 0.016
4547848 ZIGZAG OR 97049 SFD 80.00 0.250 0.016
4547886 ALPHARETTA GA 30201 SFD 80.00 0.250 0.016
4547894 MARIETTA GA 30066 SFD 80.00 0.250 0.016
4547937 CAMBRIDGE MA 02138 SFD 76.03 0.250 0.016
4547951 OWENS CROSS ROADS AL 35763 SFD 79.97 0.250 0.016
4548023 LOS ANGELES CA 90068 SFD 80.00 0.250 0.016
4548027 KAYSVILLE UT 84037 SFD 95.00 13 0.250 0.016
4548030 CAMARILLO CA 93010 SFD 80.00 0.250 0.016
4548036 PACIFIC PALISADES CA 90272 SFD 64.79 0.250 0.016
4548084 OLD GREENWICH CT 06870 SFD 48.62 0.250 0.016
4548110 NORTH HALEDON NJ 07508 SFD 57.82 0.250 0.016
4548168 BOSTON MA 02115 HCO 90.00 13 0.250 0.016
4548172 SOUTHBURY CT 06488 SFD 80.00 0.250 0.016
4548178 BURKE VA 22015 SFD 80.00 0.250 0.016
4548192 NEWTONVILLE MA 02160 SFD 39.47 0.250 0.016
4548223 PORTLAND OR 97201 SFD 80.00 0.250 0.016
4548300 KINDERHOOK NY 12106 SFD 75.00 0.250 0.016
4548339 MANSFIELD TX 76063 SFD 80.00 0.250 0.016
4548381 DULUTH GA 30155 SFD 95.00 06 0.250 0.016
4548405 NEWTON MA 02168 SFD 89.90 0.250 0.016
4548436 KING OF PRUSSIA PA 19406 SFD 89.98 33 0.250 0.016
4548471 BEND OR 97701 SFD 80.00 0.250 0.016
4548478 DRAPER UT 84020 SFD 58.77 0.250 0.016
4548548 MORGANVILLE NJ 07751 SFD 68.49 0.250 0.016
4548560 MINDEN NV 89423 SFD 64.47 0.250 0.016
4548590 WINSTED CT 06098 SFD 79.59 0.250 0.016
4548668 PURCHASE NY 10577 SFD 45.83 0.250 0.016
4548730 MAPLE GROVE MN 55311 SFD 80.00 0.250 0.016
4548746 BATON ROUGE LA 70810 SFD 71.43 0.250 0.016
4548752 FORT WORTH TX 76109 SFD 80.00 0.250 0.016
4548764 FOREST HILLS NY 11375 SFD 80.00 0.250 0.016
4548809 HOUSTON TX 77024 SFD 75.61 0.250 0.016
4548896 BASALT CO 81621 SFD 75.00 0.250 0.016
4548904 CENTREVILLE MD 21617 SFD 80.00 0.250 0.016
4548912 ARLINGTON VA 22207 SFD 80.00 0.250 0.016
4548919 ASPEN CO 81611 SFD 32.26 0.250 0.016
4549007 SAN JOSE CA 95135 SFD 79.71 0.250 0.016
4549045 HIGHLANDS RANCH CO 80126 SFD 80.00 0.250 0.016
4549070 CENTERPORT NY 11721 SFD 80.00 0.250 0.016
4549078 WEST FALMOUTH MA 02574 SFD 80.00 0.250 0.016
4549081 BOCA RATON FL 33432 SFD 72.29 0.250 0.016
4549117 DENVER CO 80210 SFD 80.00 0.250 0.016
4549126 MONROE CT 06468 SFD 89.66 33 0.250 0.016
4549140 HOOVER AL 35242 SFD 80.00 0.250 0.016
4549148 RESTON VA 20191 SFD 80.00 0.250 0.016
4549175 WILTON CT 06897 SFD 64.27 0.250 0.016
4549188 ARLINGTON VA 22201 SFD 79.50 0.250 0.016
4549194 ALPHARETTA GA 30201 SFD 64.71 0.250 0.016
4549254 APTOS CA 95003 SFD 80.00 0.250 0.016
4549270 BOSTON MA 02111 HCO 69.33 0.250 0.016
4549299 LAKEVILLE MN 55044 SFD 79.99 0.250 0.016
4549309 LOS GATOS CA 95032 SFD 63.07 0.250 0.016
4549326 FT LAUDERDALE FL 33305 SFD 90.00 13 0.250 0.016
4549405 SUMMIT NJ 07901 SFD 80.00 0.250 0.016
4549423 MAMMOTH LAKES CA 93546 SFD 80.00 0.250 0.016
4549451 SCOTTSDALE AZ 85255 SFD 54.13 0.250 0.016
4549551 FLUSHING NY 11358 SFD 79.99 0.250 0.016
4549580 SHELTON WA 98584 SFD 90.00 06 0.250 0.016
4549589 BEDFORD MA 01730 SFD 95.00 06 0.250 0.016
4549596 NASHVILLE TN 37215 SFD 95.00 33 0.250 0.016
4549600 COLLIERVILLE TN 38017 SFD 90.00 01 0.250 0.016
4549609 HOLLYWOOD MD 20636 SFD 90.00 12 0.250 0.016
4549612 EAST NORTHPORT NY 11731 SFD 80.00 0.250 0.016
4549617 MORGANTOWN WV 26505 SFD 87.72 06 0.250 0.016
4549625 TUSCON AZ 85715 PUD 70.00 0.250 0.016
4549634 HIAWASSEE GA 30546 SFD 79.98 0.250 0.016
4549645 AUSTIN TX 78759 SFD 90.00 06 0.250 0.016
4549650 LITTLETON CO 80126 SFD 80.00 0.250 0.016
4549661 PALO ALTO CA 94306 SFD 75.00 0.250 0.016
4549676 GARDEN CITY NY 11530 SFD 75.76 0.250 0.016
4549785 WOODLAND HILLS CA 91367 SFD 80.00 0.250 0.016
4549798 WHEATLEY HEIGHTS NY 11798 SFD 80.00 0.250 0.016
4549810 SANFORD FL 32771 SFD 80.00 0.250 0.016
4549869 VALENCIA AREA CA 91354 SFD 79.97 0.250 0.016
4549878 CREVE COEUR MO 63141 SFD 75.76 0.250 0.016
4549919 ORIENT NY 11957 SFD 49.45 0.250 0.016
4549958 LEESBURG VA 22075 SFD 79.97 0.250 0.016
4549987 GUERNEVILLE CA 95446 SFD 80.00 0.250 0.016
4549990 GLASTONBURY CT 06033 SFD 75.26 0.250 0.016
4550055 DALLAS TX 75220 SFD 80.00 0.250 0.016
4550057 SAN JOSE CA 95125 SFD 79.99 0.250 0.016
4550082 PORTLAND OR 97229 SFD 80.00 0.250 0.016
4550088 BROOMFIELD CO 80021 SFD 87.30 06 0.250 0.016
4550128 BEDFORD NH 03110 SFD 74.80 0.250 0.016
4550140 CASTRO VALLEY CA 94552 SFD 74.99 0.250 0.016
4550142 WASHINGTON DC 20007 SFD 80.00 0.250 0.016
4550206 SPRING LAKE MI 49456 SFD 41.67 0.250 0.016
4550262 LAYTON UT 84040 SFD 80.00 0.250 0.016
4550285 NEWPORT BEACH CA 92625 SFD 76.79 0.250 0.016
4550290 NEW PRAGUE MN 56071 SFD 70.57 0.250 0.016
4550291 DRAPER UT 84020 SFD 77.91 0.250 0.016
4550294 SOUTHLAKE TX 76092 SFD 79.99 0.250 0.016
4550300 POTOMAC MD 20854 PUD 80.00 0.250 0.016
4550304 ALEXANDRIA VA 22310 SFD 79.99 0.250 0.016
4550306 MCLEAN VA 22101 SFD 75.00 0.250 0.016
4550368 WELLESLEY MA 02181 SFD 50.61 0.250 0.016
4550408 SILVER SPRING MD 20904 SFD 80.00 0.250 0.016
4550428 WOODBURY CT 06798 SFD 73.44 0.250 0.016
4550437 TUCSON AZ 85749 SFD 80.00 0.250 0.016
4550439 LOS ANGELES CA 90048 SFD 76.04 0.250 0.016
4550442 SANDY UT 84093 SFD 70.32 0.250 0.016
4550506 HOUSTON TX 77005 SFD 79.99 0.250 0.016
4550511 NEW CITY NY 10956 SFD 80.00 0.250 0.016
4550519 DULUTH GA 30136 SFD 80.00 0.250 0.016
4550537 LOS ANGELES CA 91326 SFD 89.98 01 0.250 0.016
4550587 AUSTIN TX 78731 SFD 79.23 0.250 0.016
4550617 SOUTH BRUNSWICK NJ 08824 SFD 80.00 0.250 0.016
4550635 RANCHO CUCAMONGA CA 91701 SFD 89.99 06 0.250 0.016
4550640 SAN RAMON CA 94583 SFD 95.00 13 0.250 0.016
4550642 MIDDLESEX TOWNSHIP PA 17013 SFD 80.00 0.250 0.016
4550662 MILL CREEK WA 98012 SFD 63.28 0.250 0.016
4550667 CHANHASSEN MN 55317 SFD 78.95 0.250 0.016
4550707 PELHAM MANOR NY 10803 SFD 89.91 0.250 0.016
4550719 COMMACK NY 11725 SFD 80.00 0.250 0.016
4550742 THE DALLES OR 97058 SFD 53.75 0.250 0.016
4550751 MORGAN HILL CA 95037 SFD 89.99 17 0.250 0.016
4550785 MISSION VIEJO CA 92691 SFD 75.00 0.250 0.016
4550842 LAKELAND TN 38002 SFD 90.00 01 0.250 0.016
4550868 GARDEN CITY NY 11530 SFD 56.84 0.250 0.016
4550909 CENTERVILLE UT 84014 SFD 62.00 0.250 0.016
4550959 LAGUNA HILLS CA 92653 SFD 75.00 0.250 0.016
4550966 ALBUQUERQUE NM 87111 SFD 94.93 06 0.250 0.016
4550994 MEMPHIS TN 38111 SFD 73.98 0.250 0.016
4551060 BRIGHTON MI 48116 SFD 89.58 01 0.250 0.016
4551131 CHILLICOTHE OH 45601 SFD 80.00 0.250 0.016
4551144 SCOTTSDALE AZ 85259 SFD 79.17 0.250 0.016
4551152 BROOKLYN NY 11234 MF2 90.00 12 0.250 0.016
4551155 EAST NORTHPORT NY 11731 SFD 78.93 0.250 0.016
4551157 ALAMO HEIGHTS TX 78209 SFD 79.18 0.250 0.016
4551201 COLUMBUS OH 43221 SFD 74.46 0.250 0.016
4551205 AURORA CO 80015 SFD 90.00 11 0.250 0.016
4551230 MARSHFIELD MA 02050 SFD 88.65 12 0.250 0.016
4551232 ATLANTA GA 30324 SFD 80.00 0.250 0.016
4551346 SCOTTSDALE AZ 85258 LCO 90.00 13 0.250 0.016
4551379 EAST QUOGUE NY 11942 SFD 75.00 0.250 0.016
4551388 HUNTINGTON NY 11743 SFD 73.15 0.250 0.016
4551426 SOUTH PASADENA CA 91030 SFD 80.00 0.250 0.016
4551445 HAYWARD CA 94541 SFD 89.98 12 0.250 0.016
4551458 TIFTON GA 31794 SFD 80.00 0.250 0.016
4551465 SAN JOSE CA 95124 SFD 76.60 0.250 0.016
4551469 SAN DIEGO CA 92103 SFD 95.00 06 0.250 0.016
4551487 SAN ANTONIO TX 78248 SFD 92.25 11 0.250 0.016
4551490 CROSS RIVER NY 10518 SFD 80.00 0.250 0.016
4551517 RESTON VA 20190 SFD 74.99 0.250 0.016
4551521 ENCINO CA 91436 SFD 62.50 0.250 0.016
4551525 GREEN OAKS IL 60048 SFD 50.81 0.250 0.016
4551543 TUCSON AZ 85718 SFD 80.00 0.250 0.016
4551551 SEATTLE WA 98136 SFD 85.00 01 0.250 0.016
4551554 SOMERS NY 10589 SFD 80.00 0.250 0.016
4551566 MANHATTAN BEACH CA 90266 SFD 65.16 0.250 0.016
4551581 GREAT FALLS VA 22033 SFD 73.02 0.250 0.016
4551593 HUNTINGTOWN MD 20639 SFD 80.00 0.250 0.016
4551708 NEW BRAUNFELS TX 78130 SFD 88.15 33 0.250 0.016
4551713 VALENCIA CA 91354 SFD 89.98 0.250 0.016
4551723 VIENNA VA 22182 SFD 68.24 0.250 0.016
4551794 LAYTON UT 84041 SFD 80.00 0.250 0.016
4551824 ALPINE UT 84004 SFD 80.00 0.250 0.016
4551876 OXNARD CA 93030 SFD 80.00 0.250 0.016
4551879 DARBY MT 59829 SFD 58.95 0.250 0.016
4551882 TEMPE AZ 85284 SFD 69.35 0.250 0.016
4551883 VILLA HILLS KY 41017 SFD 95.00 12 0.250 0.016
4551889 DRAPER UT 84020 SFD 79.95 0.250 0.016
4551891 ALPHARETTA GA 30202 SFD 90.00 0.250 0.016
4551913 KINGSTON WA 98346 SFD 73.33 0.250 0.016
4551927 BUXTON OR 97109 SFD 54.57 0.250 0.016
4552035 MILLBURN NJ 07078 SFD 52.63 0.250 0.016
4552038 DALLAS TX 75240 SFD 64.94 0.250 0.016
4552051 COMMACK NY 11725 SFD 80.00 0.250 0.016
4552054 SCARSDALE NY 10583 SFD 74.96 0.250 0.016
4552090 LOS GATOS CA 95030 SFD 70.00 0.250 0.016
4552098 NOVI MI 48375 SFD 78.74 0.250 0.016
4552099 IRVINE CA 92620 SFD 69.99 0.250 0.016
4552133 THORNWOOD NY 10594 SFD 74.86 0.250 0.016
4552165 LIVERMORE CA 94550 SFD 59.81 0.250 0.016
4552172 APPLETON WI 54915 SFD 58.82 0.250 0.016
4552175 NEPONSIT NY 11694 SFD 31.52 0.250 0.016
4552178 SAN JOSE CA 95131 SFD 79.50 0.250 0.016
4552200 DIAMOND BAR CA 91765 SFD 85.00 11 0.250 0.016
4552208 MENDHAM NJ 07945 SFD 54.00 0.250 0.016
4552215 FREMONT CA 94539 SFD 79.55 0.250 0.016
4552234 ROSELLE IL 60172 SFD 61.48 0.250 0.016
4552243 FAIRFAX STATION VA 22039 SFD 65.08 0.250 0.016
4552257 MILLSTONE NJ 08535 SFD 87.50 06 0.250 0.016
4552259 ROSLYN HEIGHTS NY 11577 SFD 72.51 0.250 0.016
4552261 SHRUB OAK NY 10588 SFD 90.00 12 0.250 0.016
4552262 ALEXANDRIA VA 22311 PUD 80.00 0.250 0.016
4552267 SAN ANTONIO TX 78217 SFD 77.40 0.250 0.016
4552272 SCOTTSDALE AZ 85259 SFD 80.00 0.250 0.016
4552275 PARKER CO 80134 SFD 80.00 0.250 0.016
4552302 NAMPA ID 83686 SFD 75.00 0.250 0.016
4552304 MONTE SERENO CA 95030 SFD 57.80 0.250 0.016
4552311 PHOENIX AZ 85021 SFD 72.50 0.250 0.016
4552320 WESTPORT CT 06880 SFD 45.95 0.250 0.016
4552324 FORT LAUDERDALE FL 33315 SFD 80.00 0.250 0.016
4552343 HUNTINGTON BEACH CA 92646 SFD 90.00 0.250 0.016
4552398 LAFAYETTE CA 94549 SFD 64.82 0.250 0.016
4552408 OMAHA NE 68164 SFD 62.64 0.250 0.016
4552467 BOUNTIFUL UT 84010 SFD 89.00 17 0.250 0.016
4552493 NORWALK CT 06854 SFD 80.00 0.250 0.016
4552568 ROME GA 30161 SFD 80.00 0.250 0.016
4552610 RIDGEFIELD CT 06877 SFD 68.20 0.250 0.016
4552638 MARIETTA GA 30066 SFD 79.58 0.250 0.016
4552664 EAGLE RIVER AK 99577 SFD 80.00 0.250 0.016
4552665 SAN ANTONIO TX 78258 SFD 69.91 0.250 0.016
4552690 POTOMAC MD 20854 SFD 53.75 0.250 0.016
4552692 SUWANEE GA 30174 SFD 73.27 0.250 0.016
4552693 SAN DIEGO CA 92103 SFD 88.84 0.250 0.016
4552695 BELLAIRE TX 77401 SFD 69.44 0.250 0.016
4552745 HUNTINGTON NY 11743 SFD 80.00 0.250 0.016
4552752 WEST BLOOMFIELD MI 48324 SFD 79.73 0.250 0.016
4552780 GOULDSBORO PA 18424 SFD 76.19 0.250 0.016
4552783 SAN JOSE CA 95135 SFD 79.99 0.250 0.016
4552801 LAKE HAVASU CITY AZ 86404 SFD 69.41 0.250 0.016
4552812 HAMMONDSPORT NY 14820 SFD 62.50 0.250 0.016
4552819 ATLANTA GA 30328 SFD 79.70 0.250 0.016
4552824 FOREST HILL MD 21050 SFD 78.67 0.250 0.016
4552863 NELLYSFORD VA 22958 SFD 72.92 0.250 0.016
4552867 HALF MOON BAY CA 94019 SFD 64.00 0.250 0.016
4552888 NEW YORK NY 10021 HCO 21.54 0.250 0.016
4552902 IOWA CITY IA 52240 SFD 80.00 0.250 0.016
4552926 HUDSON OH 44236 SFD 72.19 0.250 0.016
4552984 SAN JOSE CA 95125 SFD 80.00 0.250 0.016
4553022 HUNTINGTON BEACH CA 92648 PUD 89.89 0.250 0.016
4553035 IRVINE CA 92606 PUD 80.00 0.250 0.016
4553043 WARREN NJ 07059 SFD 78.02 0.250 0.016
4553060 LOWELL AR 72745 SFD 80.00 0.250 0.016
4553090 KINGSPORT TN 37663 SFD 80.00 0.250 0.016
4553119 WOODMERE NY 11598 SFD 57.72 0.250 0.016
4553170 POTOMAC MD 20854 SFD 80.00 0.250 0.016
4553188 LOS ALTOS CA 94024 SFD 80.00 0.250 0.016
4553267 DRAPER UT 84020 SFD 66.84 0.250 0.016
4553275 PALM DESERT CA 92211 SFD 79.99 0.250 0.016
4553331 WEST HARRISON NY 10604 SFD 65.81 0.250 0.016
4553336 LAGRANGE IL 60525 SFD 62.89 0.250 0.016
4553353 WEST HEMPSTEAD NY 11552 SFD 31.25 0.250 0.016
4553360 MANASSAS VA 20112 SFD 79.99 0.250 0.016
4553382 LOUISVILLE CO 80027 SFD 44.44 0.250 0.016
4553419 RIO VERDE AZ 85263 SFD 77.17 0.250 0.016
4553438 LAGUNA NIGUEL CA 92677 SFD 80.00 0.250 0.016
4553443 ROSLYN NY 11576 SFD 76.26 0.250 0.016
4553459 BLOOMINGTON MN 55438 SFD 89.98 0.250 0.016
4553479 SAN JOSE CA 95135 SFD 69.99 0.250 0.016
4553482 PRINCETON NJ 08540 SFD 76.42 0.250 0.016
4553556 GERMANTOWN MD 20876 SFD 80.00 0.250 0.016
4553557 SIASCONSET MA 02564 SFD 48.21 0.250 0.016
4553576 FORT LAUDERDALE FL 33327 PUD 90.00 33 0.250 0.016
4553580 POTOMAC MD 20854 SFD 75.57 0.250 0.016
4553589 NANTUCKET MA 02554 SFD 57.39 0.250 0.016
4553630 HASTINGS-ON-HUDSON NY 10706 SFD 80.00 0.250 0.016
4553646 BROOKFIELD WI 53045 SFD 76.74 0.250 0.016
4553662 MORAGA CA 94556 SFD 58.95 0.250 0.016
4553666 KINNELON NJ 07405 SFD 76.23 0.250 0.016
4553683 WEBSTER GROVES MO 63119 SFD 90.00 01 0.250 0.016
4553691 LYNNWOOD WA 98037 SFD 95.00 11 0.250 0.016
4553706 SANDY UT 84093 SFD 90.00 06 0.250 0.016
4553709 BURLINGAME CA 94010 SFD 52.55 0.250 0.016
4553739 FAIRFAX VA 22033 SFD 65.88 0.250 0.016
4553783 BATON ROUGE LA 70817 SFD 80.00 0.250 0.016
4553800 CHESTER NJ 07930 SFD 80.00 0.250 0.016
4553821 MONMOUTH JUNCTION NJ 08852 SFD 75.00 0.250 0.016
4553833 MT. JULIET TN 37122 SFD 63.16 0.250 0.016
4553869 TULSA OK 74137 SFD 85.00 01 0.250 0.016
4553980 SUPERIOR CO 80027 SFD 94.88 01 0.250 0.016
4553999 CORALVILLE IA 52241 SFD 94.00 01 0.250 0.016
4554041 SAN DIEGO CA 92109 LCO 80.00 0.250 0.016
4554055 EDGEWOOD KY 41017 SFD 80.00 0.250 0.016
4554059 ALEXANDRIA VA 22312 SFD 80.00 0.250 0.016
4554065 GLENDALE CA 91202 SFD 80.00 0.250 0.016
4554139 TUCSON AZ 85718 SFD 80.00 0.250 0.016
4554171 LA JOLLA CA 92037 PUD 59.77 0.250 0.016
4554224 LONGPORT NJ 08403 SFD 70.80 0.250 0.016
4554236 GARDEN CITY NY 11530 SFD 68.66 0.250 0.016
4554288 PORTLAND OR 97225 SFD 90.00 33 0.250 0.016
4554290 SHORT HILLS NJ 07078 SFD 78.43 0.250 0.016
4554342 HUNTINGTON BEACH CA 92648 PUD 89.89 0.250 0.016
4554400 TACOMA WA 98466 SFD 80.00 0.250 0.016
4554426 RESTON VA 22090 SFD 90.00 0.250 0.016
4554448 GIRARD OH 44420 SFD 75.00 0.250 0.016
4554454 SARATOGA CA 95070 SFD 47.37 0.250 0.016
4554476 EDINA MN 55435 SFD 69.44 0.250 0.016
4554515 SEVERNA PARK MD 21146 SFD 66.96 0.250 0.016
4554518 RANCHO PALOS VERDES CA 90275 SFD 83.12 11 0.250 0.016
4554582 GLEN ELLYN IL 60137 SFD 76.92 0.250 0.016
4554613 OAKTON VA 22124 SFD 72.22 0.250 0.016
4554630 SAG HARBOR NY 11963 SFD 89.89 0.250 0.016
4554634 SANTA MONICA CA 90401 LCO 71.72 0.250 0.016
4554678 SAN JOSE CA 95120 PUD 70.00 0.250 0.016
4554770 BUCKEYE AZ 85326 SFD 75.00 0.250 0.016
4554791 DALLAS TX 75252 SFD 80.00 0.250 0.016
4554803 WOODLAND PARK CO 80863 SFD 80.00 0.250 0.016
4554833 BURTONSVILLE MD 20866 SFD 95.00 24 0.250 0.016
4554838 TRACY CA 95376 SFD 69.77 0.250 0.016
4554852 CAMPBELL CA 95008 PUD 90.00 0.250 0.016
4554903 SAN ANTONIO TX 78209 SFD 80.00 0.250 0.016
4554906 WAYNE NJ 07470 SFD 62.62 0.250 0.016
4554918 CHULA VISTA CA 91910 SFD 90.00 17 0.250 0.016
4554921 HOBOKEN NJ 07030 SFD 80.00 0.250 0.016
4554937 LOS ANGELES CA 90066 SFD 80.00 0.250 0.016
4554954 MILPITAS CA 95035 SFD 80.00 0.250 0.016
4554968 LA CANADA FLINTRIDGE CA 91011 SFD 65.75 0.250 0.016
4554978 COTO DE CAZA CA 92679 SFD 79.99 0.250 0.016
4554985 BEVERLY HILLS CA 90212 SFD 42.00 0.250 0.016
4554994 ENCINO CA 91436 SFD 78.74 0.250 0.016
4555015 LAFAYETTE LA 70503 SFD 95.00 33 0.250 0.016
4555026 SUNNYVALE CA 94086 SFD 80.00 0.250 0.016
4555029 NORTHRIDGE CA 91326 SFD 74.96 0.250 0.016
4555045 EL GRANADA CA 94019 SFD 78.67 0.250 0.016
4555046 NEW YORK NY 10019 HCO 37.84 0.250 0.016
4555056 FRANKLIN LAKES NJ 07417 SFD 58.14 0.250 0.016
4555095 SAN DIEGO CA 92124 SFD 89.98 0.250 0.016
4555133 WILMETTE IL 60091 SFD 71.06 0.250 0.016
4555139 WALNUT CA 91789 SFD 80.00 0.250 0.016
4555182 SAYREVILLE NJ 08872 SFD 73.71 0.250 0.016
4555254 BERNARDSVILLE NJ 07924 SFD 90.00 0.250 0.016
4555269 FAIRLAWN NJ 07410 SFD 90.00 0.250 0.016
4555303 IRVINE CA 92720 SFD 79.99 0.250 0.016
4555312 LINCOLN MA 01773 SFD 75.41 0.250 0.016
4555314 IRVINE CA 92702 SFD 80.00 0.250 0.016
4555325 ATLANTA GA 30306 SFD 95.00 13 0.250 0.016
4555332 REDONDO BEACH CA 90377 SFD 70.00 0.250 0.016
4555353 MANHATTAN BEACH CA 90266 SFD 58.93 0.250 0.016
4555417 CHAPPAQUA NY 10514 SFD 89.93 0.250 0.016
4555418 MIDLAND VA 22728 SFD 85.00 01 0.250 0.016
4555427 SCARSDALE NY 10583 SFD 79.75 0.250 0.016
4555438 PARKLAND FL 33067 SFD 90.00 12 0.250 0.016
4555445 LAKE FOREST IL 60045 SFD 75.00 0.250 0.016
4555458 LAS VEGAS NV 89117 SFD 89.84 01 0.250 0.016
4555466 MIAMISBURG OH 45342 SFD 78.93 0.250 0.016
4555470 VORHEES NJ 08043 SFD 77.48 0.250 0.016
4555479 FRIENDSWOOD TX 77546 SFD 80.00 0.250 0.016
4555485 NORTH LITTLE ROCK AR 72116 SFD 70.95 0.250 0.016
4555487 SALT LAKE CITY UT 84121 SFD 74.73 0.250 0.016
4555516 VANCOUVER WA 98686 SFD 74.60 0.250 0.016
4555556 TUCSON AZ 85750 SFD 80.00 0.250 0.016
4555560 WHITE PLAINS NY 10606 SFD 80.00 0.250 0.016
4555615 MISSOURI CITY TX 77459 SFD 70.99 0.250 0.016
4555649 DAVIDSONVILLE MD 21035 SFD 80.00 0.250 0.016
4555663 BATON ROUGE LA 70810 SFD 73.26 0.250 0.016
4555681 LOS ANGELES CA 90049 SFD 74.07 0.250 0.016
4555682 WEST MILFORD NJ 07480 SFD 41.87 0.250 0.016
4555691 ALEXANDRIA VA 22308 SFD 70.00 0.250 0.016
4555718 BELLE MEAD NJ 08502 SFD 67.53 0.250 0.016
4555748 TEMECULA CA 92590 SFD 66.64 0.250 0.016
4555766 WILTON CT 06897 SFD 83.98 33 0.250 0.016
4555771 NEWPORT BEACH CA 92660 LCO 75.00 0.250 0.016
4555779 NEW YORK NY 10028 SFD 56.30 0.250 0.016
4555793 ALOHA OR 97007 SFD 80.00 0.250 0.016
4555822 LA VERNE CA 91750 SFD 89.79 11 0.250 0.016
4555842 CHEVY CHASE MD 20815 SFD 78.72 0.250 0.016
4555847 DESTREHAN LA 70047 SFD 80.00 0.250 0.016
4555851 BEN LOMOND CA 95005 SFD 74.61 0.250 0.016
4555852 SILVER SPRING MD 20904 SFD 69.08 0.250 0.016
4555853 HOUMA LA 70360 SFD 78.99 0.250 0.016
4555870 FREMONT CA 94539 SFD 57.39 0.250 0.016
4555917 FRANKLIN TOWNSHIP NJ 08823 SFD 79.99 0.250 0.016
4555926 VIRGINIA BEACH VA 23454 SFD 85.00 33 0.250 0.016
4555929 CHESAPEAKE VA 23322 SFD 66.15 0.250 0.016
4555930 PRIOR LAKE MN 55372 SFD 79.92 0.250 0.016
4555933 YONKERS NY 10710 SFD 80.00 0.250 0.016
4555958 STATEN ISLAND NY 10314 SFD 66.97 0.250 0.016
4556002 SAN JOSE CA 95125 SFD 80.00 0.250 0.016
4556007 SALT LAKE CITY UT 84109 SFD 79.97 0.250 0.016
4556026 COTO DE CAZA CA 92679 PUD 79.97 0.250 0.016
4556050 JERICHO NY 11753 LCO 80.00 0.250 0.016
4556076 BELLEVUE WA 98006 SFD 72.34 0.250 0.016
4556099 CENTERPORT NY 11721 SFD 94.99 06 0.250 0.016
4556107 CYPRESS CA 90630 SFD 80.00 0.250 0.016
4556114 EVESHAM NJ 08053 SFD 43.40 0.250 0.016
4556160 ATLANTIC BEACH NY 11509 SFD 80.00 0.250 0.016
4556163 CINCINNATI OH 45243 SFD 72.37 0.250 0.016
4556170 SALT LAKE CITY UT 84121 SFD 69.05 0.250 0.016
4556183 SAN DIEGO CA 92107 SFD 94.97 12 0.250 0.016
4556184 ALPINE CA 91901 SFD 80.00 0.250 0.016
4556187 LAS VEGAS NV 89117 SFD 70.24 0.250 0.016
4556191 ALPHARETTA GA 30201 SFD 89.99 06 0.250 0.016
4556195 NEW YORK NY 10128 HCO 74.07 0.250 0.016
4556198 RESTON VA 20194 THS 90.00 13 0.250 0.016
4556220 HUNTINGTON BEACH CA 92646 SFD 80.00 0.250 0.016
4556234 TAMPA FL 33626 PUD 79.99 0.250 0.016
4556245 SAN ANTONIO TX 78250 SFD 75.00 0.250 0.016
4556280 ALAMEDA CA 94501 SFD 76.71 0.250 0.016
4556281 MITCHELLVILLE MD 20721 SFD 90.00 33 0.250 0.016
4556313 PRINCETON NJ 08550 SFD 95.00 17 0.250 0.016
4556348 HOUSTON TX 77007 SFD 55.00 0.250 0.016
4556358 SAN JOSE CA 95124 SFD 84.43 33 0.250 0.016
4556394 WEST BLOOMFIELD MI 48322 LCO 73.30 0.250 0.016
4556406 PORTLAND OR 97201 SFD 80.00 0.250 0.016
4556413 OLIVE BRANCH MS 38654 SFD 72.00 0.250 0.016
4556422 FREMONT CA 94539 SFD 78.36 0.250 0.016
4556429 EAST HANOVER NJ 07936 SFD 80.00 0.250 0.016
4556444 NEW HOPE PA 18938 SFD 95.00 0.250 0.016
4556466 VASHON WA 98070 SFD 63.64 0.250 0.016
4556498 ARLINGTON VA 22209 THS 79.99 0.250 0.016
4556514 SAN JUAN CAPISTRANO CA 92688 SFD 79.01 0.250 0.016
4556549 DIX HILLS NY 11746 SFD 79.38 0.250 0.016
4556578 TIGARD OR 97224 SFD 90.00 33 0.250 0.016
4556603 PRINCETON JUNCTION NJ 08550 SFD 64.23 0.250 0.016
4556716 HAYWARD CA 94542 SFD 90.00 0.250 0.016
4556752 NANTUCKET MA 02554 SFD 80.00 0.250 0.016
4556757 OREM UT 84057 SFD 80.00 0.250 0.016
4556761 SAN JOSE CA 95135 SFD 77.66 0.250 0.016
4556781 ATLANTA GA 30307 SFD 80.00 0.250 0.016
4556795 MANCHESTER MA 01944 SFD 56.52 0.250 0.016
4556838 SUDBURY MA 01776 SFD 68.73 0.250 0.016
4556846 SARATOGA CA 95070 SFD 80.00 0.250 0.016
4556848 SAN FRANCISCO CA 94132 SFD 78.36 0.250 0.016
4556868 PALMYRA VA 22963 SFD 54.17 0.250 0.016
4556896 RIVERSIDE CA 92503 SFD 65.85 0.250 0.016
4556897 UPTON MA 01568 SFD 84.71 33 0.250 0.016
4556904 FRANKLIN MA 02038 SFD 76.39 GD 2YR 0.250 0.016
4556918 SAN JUAN CAPISTRANO CA 92675 SFD 37.50 0.250 0.016
4556930 NAPERVILLE IL 60565 SFD 80.00 0.250 0.016
4556979 LIVINGSTON NJ 07039 SFD 62.50 0.250 0.016
4556989 LOWELL AR 72745 SFD 69.70 0.250 0.016
4556995 LA GRANGE IL 60525 SFD 90.00 33 0.250 0.016
4557004 VENICE CA 90291 LCO 75.17 0.250 0.016
4557027 ORANGE CA 92867 SFD 72.29 0.250 0.016
4557030 SAN JOSE CA 95120 SFD 64.76 0.250 0.016
4557032 SARATOGA CA 95070 SFD 44.71 0.250 0.016
4557045 WASHINGTON DC 20015 SFD 90.00 0.250 0.016
4557087 SAN MATEO CA 94402 SFD 74.20 0.250 0.016
4557117 MOBILE AL 36608 SFD 74.81 0.250 0.016
4557129 PHOENIX AZ 85013 SFD 70.00 0.250 0.016
4557137 WILMETTE IL 60091 SFD 35.62 0.250 0.016
4557144 WILMINGTON NC 28409 SFD 40.75 0.250 0.016
4557163 LOS ANGELES CA 90036 SFD 80.00 0.250 0.016
4557188 WALNUT CREEK CA 94595 SFD 80.00 GD 2YR 0.250 0.016
4557247 CHARLOTTE NC 28207 LCO 73.09 0.250 0.016
4557252 ENCINITAS CA 92024 SFD 89.12 06 0.250 0.016
4557264 GROVER MO 63005 SFD 57.28 0.250 0.016
4557292 REDONDO BEACH CA 90278 LCO 89.85 33 0.250 0.016
4557293 PLEASANTON CA 94566 SFD 79.24 0.250 0.016
4557304 YUCAIPA CA 92399 SFD 90.00 11 0.250 0.016
4557306 GLENDALE CA 91206 SFD 57.68 0.250 0.016
4557307 COLOMBIA MD 21044 SFD 86.84 01 0.250 0.016
4557318 VALRICO FL 33594 SFD 80.00 0.250 0.016
4557372 SAN MATEO CA 94402 SFD 62.30 0.250 0.016
4557403 TRABUCO CANYON AREA CA 92679 SFD 79.28 0.250 0.016
4557432 COSTA MESA CA 92627 SFD 71.08 0.250 0.016
4557442 SAN JOSE CA 95135 SFD 63.21 0.250 0.016
4557462 KINGWOOD TX 77339 SFD 80.00 0.250 0.016
4557471 NEWARK DE 19711 SFD 73.08 0.250 0.016
4557491 MEDFORD OR 97504 PUD 75.00 0.250 0.016
4557514 BORING OR 97009 SFD 80.00 0.250 0.016
4557541 SAN JOSE CA 95120 SFD 68.72 0.250 0.016
4557547 MONTE SERENO CA 95030 SFD 41.32 0.250 0.016
4557558 BEN LOMOND CA 95005 SFD 95.00 33 0.250 0.016
4557582 PALO ALTO CA 94301 SFD 80.00 0.250 0.016
4557619 TORRANCE CA 90505 SFD 90.00 33 0.250 0.016
4557622 SANDY OR 97055 SFD 66.94 0.250 0.016
4557639 LAS VEGAS NV 89134 SFD 75.00 0.250 0.016
4557648 WEST COVINA CA 91791 PUD 74.79 0.250 0.016
4557670 VAIL CO 81657 SFD 62.14 0.250 0.016
4557734 WHITE PLAINS NY 10605 SFD 75.00 0.250 0.016
4557743 WEST HAVEN CT 06516 LCO 80.00 0.250 0.016
4557766 MILPITAS CA 95035 SFD 78.21 0.250 0.016
4557800 WESTLAKE VILLAGE CA 91362 PUD 80.00 0.250 0.016
4557812 OLD HICKORY TN 37138 SFD 64.68 0.250 0.016
4557839 FREMONT CA 94538 SFD 53.19 0.250 0.016
4557843 CUPERTINO CA 95014 SFD 72.25 0.250 0.016
4557865 BROOKLYN NY 11211 LCO 80.00 0.250 0.016
4557870 LAYTON UT 84040 SFD 73.91 0.250 0.016
4557884 HOLMDEL NJ 07733 SFD 74.87 0.250 0.016
4557907 ORINDA CA 94563 SFD 77.52 0.250 0.016
4557954 RANCHO PALOS VERDES CA 90732 SFD 60.44 0.250 0.016
4557973 GOLDEN CO 80403 SFD 65.97 0.250 0.016
4558026 IRVINE CA 92612 SFD 95.00 12 0.250 0.016
4558063 SAN JOSE CA 95139 SFD 78.13 0.250 0.016
4558078 FALLS CHURCH VA 22041 SFD 80.00 0.250 0.016
4558099 KENNESAW GA 30152 SFD 75.00 0.250 0.016
4558102 LAUREL MD 20723 SFD 95.00 06 0.250 0.016
4558105 SAN ANTONIO TX 78232 SFD 80.00 0.250 0.016
4558107 SALT LAKE CITY UT 84121 SFD 90.00 17 0.250 0.016
4558124 HONOLULU HI 96821 SFD 50.00 0.250 0.016
4558140 OAKLAND CA 94618 SFD 80.00 0.250 0.016
4558147 IRVINE CA 92715 PUD 79.06 0.250 0.016
4558150 DIX HILLS NY 11746 SFD 80.00 0.250 0.016
4558172 RALEIGH NC 27612 SFD 80.00 0.250 0.016
4558217 MILLBRAE CA 94030 SFD 69.89 0.250 0.016
4558228 AUSTERLITZ NY 12017 SFD 67.61 0.250 0.016
4558230 NEVADA CITY CA 95959 SFD 59.18 0.250 0.016
4558238 COLUMBIA MO 65203 SFD 80.00 0.250 0.016
4558258 LAKEVILLE CT 06039 SFD 53.19 0.250 0.016
4558296 BEVERLY HILLS CA 90211 SFD 75.00 0.250 0.016
4558304 FREMONT CA 94539 SFD 69.96 0.250 0.016
4558348 SCARSDALE NY 10583 SFD 80.00 0.250 0.016
4558356 SPRING LAKE NJ 07762 SFD 80.00 0.250 0.016
4558374 WILTON CA 95693 SFD 67.61 0.250 0.016
4558379 SAUSALITO CA 94965 LCO 80.00 0.250 0.016
4558400 REDONDO BEACH CA 90277 SFD 78.24 0.250 0.016
4558420 NEWPORT BEACH CA 92661 SFD 61.26 0.250 0.016
4558427 IRVINE CA 92720 PUD 79.99 0.250 0.016
4558440 SARASOTA FL 34236 LCO 75.00 0.250 0.016
4558477 FREMONT CA 94539 SFD 69.89 0.250 0.016
4558495 SCOTTS VALLEY CA 95066 SFD 75.00 0.250 0.016
4558500 THOUSAND OAKS CA 91320 SFD 80.00 0.250 0.016
4558527 NEW CANAAN CT 06840 SFD 60.53 0.250 0.016
4558554 LAKE OSWEGO OR 97034 SFD 65.68 0.250 0.016
4558578 HUNTINGTON BEACH CA 92648 SFD 70.27 0.250 0.016
4558599 KENNETT SQUARE PA 19348 SFD 74.43 0.250 0.016
4558619 CUPERTINO CA 95014 SFD 67.32 0.250 0.016
4558694 SANTA CRUZ CA 95060 SFD 80.00 0.250 0.016
4558702 OAKDALE CA 95361 SFD 75.00 0.250 0.016
4558782 SANTA CRUZ CA 95060 SFD 75.56 0.250 0.016
4558799 SAN FRANCISCO CA 94131 SFD 80.00 0.250 0.016
4558821 SAN ANTONIO TX 78217 SFD 79.96 0.250 0.016
4558828 NANTUCKET MA 02554 SFD 64.63 0.250 0.016
4558830 TORRANCE CA 90505 SFD 89.98 33 0.250 0.016
4558854 TRABUCO CANYON CA 92679 PUD 80.00 0.250 0.016
4558865 LONG BEACH CA 90803 LCO 69.57 0.250 0.016
4558870 HARTSDALE NY 10530 SFD 65.28 0.250 0.016
4558905 SHERMAN CT 06784 SFD 68.83 0.250 0.016
4558933 OSSINING NY 10562 SFD 78.51 0.250 0.016
4558935 BROOKLYN NY 11230 SFD 60.37 0.250 0.016
4558945 WEEHAWKEN NJ 07087 LCO 80.00 0.250 0.016
4558962 ROSWELL GA 30067 SFD 76.58 0.250 0.016
4558985 SAN DIEGO CA 92128 LCO 74.49 0.250 0.016
4558988 HENDERSONVILLE TN 37075 SFD 79.55 0.250 0.016
4559003 HANOVER NJ 07981 SFD 90.00 12 0.250 0.016
4559015 FORT WORTH TX 76132 SFD 51.28 0.250 0.016
4559033 WAYNE NJ 07470 SFD 68.27 0.250 0.016
4559071 BOWLING GREEN KY 42103 SFD 76.56 0.250 0.016
4559078 SPRING LAKE NJ 07762 SFD 90.00 12 0.250 0.016
4559086 WEST MILFORD NJ 07480 SFD 73.44 0.250 0.016
4559093 BELLAIRE TX 77401 SFD 80.00 0.250 0.016
4559119 BEVERLY HILLS CA 90211 SFD 80.00 0.250 0.016
4559140 THOUSAND OAKS CA 91362 SFD 89.90 0.250 0.016
4559217 DENVER CO 80220 SFD 77.03 0.250 0.016
4559238 ORANGEBURG NY 10962 SFD 78.83 0.250 0.016
4559257 PRIOR LAKE MN 55372 SFD 68.48 0.250 0.016
4559258 PLANTATION FL 33317 SFD 80.00 0.250 0.016
4559274 BELLAIRE TX 77401 SFD 90.00 13 0.250 0.016
4559313 INCLINE VILLAGE NV 89452 SFD 80.00 0.250 0.016
4559331 GARRETT PARK MD 20896 SFD 74.63 0.250 0.016
4559332 TRABUCO CANYON CA 92679 SFD 95.00 33 0.250 0.016
4559344 MYRTLE BEACH SC 29577 SFD 70.77 0.250 0.016
4559349 DANVILLE CA 94506 SFD 80.00 0.250 0.016
4559356 WESTON MA 02193 SFD 69.45 0.250 0.016
4559365 BOUNTIFUL UT 84010 SFD 72.76 0.250 0.016
4559367 LAS VEGAS NV 89113 SFD 64.86 0.250 0.016
4559402 CLARKSVILLE MD 21029 SFD 78.34 0.250 0.016
4559403 DACULA GA 30211 SFD 74.99 0.250 0.016
4559427 LIVINGSTON NJ 07039 SFD 69.77 0.250 0.016
4559448 DISTRICT OF COLUMBIA DC 20016 SFD 59.42 0.250 0.016
4559452 WAYNE NJ 07470 SFD 69.45 0.250 0.016
4559457 NEW CANAAN CT 06840 SFD 90.00 0.250 0.016
4559469 LARKSPUR CA 94939 SFD 61.44 0.250 0.016
4559495 VALRICO FL 33594 SFD 94.58 24 0.250 0.016
4559499 LOS ALTOS CA 94022 SFD 69.99 0.250 0.016
4559529 HUNTINGTON BEACH CA 92648 SFD 55.71 0.250 0.016
4559555 POWAY CA 92064 SFD 89.93 33 0.250 0.016
4559557 SAN JUAN CAPISTRANO CA 92675 SFD 90.00 13 0.250 0.016
4559575 SILT CO 81652 SFD 80.00 0.250 0.016
4559579 FREMONT CA 94538 SFD 80.00 0.250 0.016
4559594 ROSWELL GA 30075 SFD 79.99 0.250 0.016
4559599 SAN JOSE CA 95123 SFD 78.22 0.250 0.016
4559604 FREMONT CA 94539 SFD 56.21 0.250 0.016
4559630 WARREN NJ 07059 SFD 83.55 0.250 0.016
4559638 TIGARD OR 97224 SFD 80.00 0.250 0.016
4559646 GERMANTOWN TN 38139 SFD 80.00 0.250 0.016
4559658 GREENSBORO NC 27407 SFD 80.00 0.250 0.016
4559662 MEDWAY MA 02053 SFD 77.64 0.250 0.016
4559672 THOUSAND OAKS CA 91360 SFD 77.67 0.250 0.016
4559680 MESA AZ 85206 SFD 77.88 0.250 0.016
4559685 CHARLOTTE NC 28226 SFD 80.00 0.250 0.016
4559689 KENT WA 98042 SFD 72.15 0.250 0.016
4559696 LAS VEGAS NV 89117 SFD 79.99 0.250 0.016
4559700 RICHMOND CA 94804 SFD 87.90 0.250 0.016
4559708 LOS ANGELES CA 90293 SFD 80.00 0.250 0.016
4559710 BENTONVILLE AR 72712 SFD 80.00 0.250 0.016
4559721 BENTONVILLE AR 72712 SFD 79.99 0.250 0.016
4559722 OAKDALE CA 95361 SFD 90.00 17 0.250 0.016
4559723 EL CAJON CA 92021 SFD 95.00 33 0.250 0.016
4559736 WOODLAND HILLS CA 91367 SFD 90.00 11 0.250 0.016
4559749 EAST HAMPTON NY 11937 SFD 69.70 0.250 0.016
4559766 WILTON CT 06897 SFD 80.00 0.250 0.016
4559779 DAYTON MN 55327 SFD 80.00 0.250 0.016
4559790 LAHAINA HI 96761 SFD 72.06 0.250 0.016
4559806 BURR RIDGE IL 60521 SFD 58.33 0.250 0.016
4559896 GRANTS PASS OR 97526 SFD 77.07 0.250 0.016
4559958 SAN FRANCISCO CA 94114 LCO 80.00 0.250 0.016
4559988 ARLINGTON VA 22201 SFD 77.64 0.250 0.016
4559994 ASHLAND OR 97520 SFD 80.00 0.250 0.016
4560030 PALO ALTO CA 94306 SFD 68.78 0.250 0.016
4560043 COVINGTON LA 70433 SFD 94.83 33 0.250 0.016
4560061 MARSHFIELD MA 02050 SFD 79.64 0.250 0.016
4560128 LONG BEACH CA 90815 SFD 88.57 06 0.250 0.016
4560134 FREEMONT CA 94539 SFD 68.70 0.250 0.016
4560160 BEVERLY HILLS CA 90210 SFD 59.10 0.250 0.016
4560162 WHITEHOUSE STATION NJ 08889 SFD 64.48 0.250 0.016
4560183 MARIETTA GA 30062 SFD 73.07 0.250 0.016
4560184 LITTLE NECK NY 11362 SFD 76.92 0.250 0.016
4560219 HIGHLANDS RANCH CO 80126 SFD 85.12 33 0.250 0.016
4560223 NANTUCKET MA 02554 SFD 60.00 0.250 0.016
4560242 SURF CITY NJ 08008 SFD 80.00 0.250 0.016
4560305 ANDOVER MA 01810 SFD 80.00 0.250 0.016
4560310 MCLEAN VA 22101 SFD 80.00 0.250 0.016
4560318 WOODINVILLE WA 98072 SFD 61.23 0.250 0.016
4560331 SARATOGA CA 95070 SFD 80.00 0.250 0.016
4560339 MARLBORO MA 01752 SFD 90.00 12 0.250 0.016
4560381 LAFAYETTE CA 94549 SFD 66.25 0.250 0.016
4560396 ADDISON IL 60101 SFD 64.94 0.250 0.016
4560491 MAPLEWOOD NJ 07040 SFD 80.00 0.250 0.016
4560531 WATSONVILLE CA 95076 LCO 80.00 0.250 0.016
4560537 SARATOGA CA 95070 SFD 69.90 0.250 0.016
4560542 SANTA CRUZ CA 95062 SFD 87.94 01 0.250 0.016
4560549 CLAYTON CA 94517 PUD 94.80 13 0.250 0.016
4560558 SEBASTOPOL CA 95472 SFD 80.00 0.250 0.016
4560611 HOUSTON TX 77025 SFD 80.00 0.250 0.016
4560662 TORRANCE CA 90505 LCO 89.89 11 0.250 0.016
4560664 FAIRFAX VA 22033 SFD 75.00 0.250 0.016
4560677 SNOHOMISH WA 98290 SFD 76.34 0.250 0.016
4560696 UPPER SADDLE RIVER NJ 07458 SFD 80.00 0.250 0.016
4560697 MEDFORD NJ 08055 SFD 75.04 0.250 0.016
4560699 RYE BROOK NY 10573 SFD 80.00 0.250 0.016
4560712 OCEAN NJ 07712 SFD 80.00 0.250 0.016
4560717 SAN JOSE CA 95120 PUD 95.00 0.250 0.016
4560732 SADDLE RIVER NJ 07458 LCO 74.10 0.250 0.016
4560737 RICHMOND VA 23229 SFD 63.71 0.250 0.016
4560745 WEST BLOOMFIELD MI 48324 SFD 69.83 0.250 0.016
4560758 NORTHRIDGE CA 91324 SFD 56.34 0.250 0.016
4560766 SCOTTS VALLEY CA 95066 SFD 80.00 0.250 0.016
4560786 PELHAM MANOR NY 10803 SFD 80.00 0.250 0.016
4560814 SAN MATEO CA 94402 SFD 77.27 0.250 0.016
4560819 FOUNTAIN VALLEY CA 92708 SFD 80.00 0.250 0.016
4560837 WOODSIDE CA 94062 SFD 37.50 0.250 0.016
4560872 ASBURY NJ 08802 SFD 94.99 12 0.250 0.016
4560885 PEBBLE BEACH CA 93953 SFD 72.38 0.250 0.016
4560902 BAY SHORE NY 11706 SFD 56.82 0.250 0.016
4560923 LAS VEGAS NV 89117 SFD 90.00 06 0.250 0.016
4560935 LOS ALTOS HILLS CA 94024 SFD 64.68 0.250 0.016
4560943 BOWIE MD 20716 SFD 80.00 0.250 0.016
4560949 TUCSON AZ 85749 SFD 79.99 0.250 0.016
4560954 BASALT CO 81623 SFD 47.52 0.250 0.016
4560969 IRVINE CA 92714 SFD 80.00 0.250 0.016
4560988 BEVERLY MA 01915 SFD 90.00 33 0.250 0.016
4560998 ALPHARETTA GA 30201 SFD 79.99 0.250 0.016
4561006 ISSAQUAH WA 98029 SFD 95.00 0.250 0.016
4561015 THOUSAND OAKS NEWBURYCA 91320 SFD 79.99 0.250 0.016
4561016 THOUSAND OAKS CA 91320 SFD 79.99 0.250 0.016
4561017 CHICAGO IL 60614 LCO 66.35 0.250 0.016
4561021 VIENNA VA 22182 SFD 57.36 0.250 0.016
4561043 MIAMI FL 33184 SFD 80.00 0.250 0.016
4561045 LOS ALTOS CA 94024 SFD 59.29 0.250 0.016
4561061 NORTH CHATHAM MA 02650 SFD 70.00 0.250 0.016
4561089 PORT RICHEY FL 34668 SFD 68.18 0.250 0.016
4561092 SALT LAKE CITY UT 84109 SFD 80.00 0.250 0.016
4561095 THOUSAND OAKS CA 91320 SFD 90.00 01 0.250 0.016
4561123 ATLANTA GA 30305 SFD 74.50 0.250 0.016
4561144 FREMONT CA 94539 SFD 59.15 0.250 0.016
4561148 LEXINGTON MA 02173 SFD 80.00 0.250 0.016
4561170 MIAMI BEACH FL 33141 SFD 70.48 0.250 0.0160
4561238 BENTONVILLE AR 72712 SFD 69.60 0.250 0.0160
4561258 WHEATON IL 60187 SFD 80.00 0.250 0.0160
4561273 FULLERTON CA 92635 SFD 79.93 0.250 0.0160
4561276 ARLINGTON VA 22205 SFD 80.00 0.250 0.0160
4561291 GREAT NECK NY 11024 SFD 76.19 0.250 0.016
4561327 LOS ANGELES CA 90045 SFD 75.00 0.250 0.016
4561337 AROMAS CA 95004 SFD 80.00 0.250 0.016
4561339 LOS GATOS CA 95030 SFD 65.00 0.250 0.016
4561354 PORTSMOUTH RI 02871 SFD 75.00 0.250 0.016
4561365 WOODINVILLE WA 98072 SFD 79.11 0.250 0.016
4561422 CHATSWORTH CA 91311 SFD 60.80 0.250 0.016
4561448 LOS ANGELES CA 90049 SFD 60.38 0.250 0.016
4561449 FALLS CHURCH VA 22046 SFD 70.78 0.250 0.016
4561451 SANTA ROSA CA 95405 SFD 79.03 0.250 0.016
4561459 SAN ANTONIO TX 78230 SFD 72.29 0.250 0.016
4561484 RYE NY 10580 SFD 47.18 0.250 0.016
4561487 MENDOCINO CA 95460 SFD 45.28 0.250 0.016
4561490 SEATTLE WA 98105 SFD 69.98 0.250 0.016
4561543 SAN JOSE CA 95126 SFD 55.92 0.250 0.016
4561553 LOS ANGELES CA 90077 SFD 70.00 0.250 0.016
4561560 LINCOLN MA 01773 SFD 77.78 0.250 0.016
4561582 SARATOGA CA 95070 SFD 42.50 0.250 0.016
4561630 TAMPA FL 33606 SFD 80.00 0.250 0.016
4561635 ASHBURN VA 22011 PUD 89.96 33 0.250 0.016
4561656 PEMBROKE PINES FL 33025 SFD 75.00 0.250 0.016
4561658 SEATTLE WA 98112 SFD 70.00 0.250 0.016
4561666 SAN ANSELMO CA 94960 SFD 48.89 0.250 0.016
4561668 IRVINE CA 92715 SFD 79.99 0.250 0.016
4561693 POLSON MT 59860 SFD 57.76 0.250 0.016
4561694 BLAINE MN 55449 SFD 80.00 0.250 0.016
4561713 NEW FAIRFIELD CT 06812 SFD 80.00 0.250 0.016
4561766 LAS VEGAS NV 89129 SFD 68.42 0.250 0.016
4561780 CEDAR PARK TX 78613 SFD 62.35 0.250 0.016
4561788 MORGAN HILL CA 95037 SFD 70.00 0.250 0.016
4561804 ARVADA CO 80007 SFD 80.00 0.250 0.016
4561808 REDMOND WA 98052 SFD 70.00 0.250 0.016
4561810 OCEANSIDE CA 92029 LCO 70.59 0.250 0.016
4561816 DIAMOND BAR CA 91765 SFD 80.00 0.250 0.016
4561820 NORTHPORT NY 11768 PUD 76.43 0.250 0.016
4561878 SAN ANTONIO TX 78209 SFD 80.00 0.250 0.016
4561894 HOUSTON TX 77056 SFD 45.06 0.250 0.016
4561937 NEW ROCHELLE NY 10583 SFD 72.73 0.250 0.016
4561952 NEW ROCHELLE NY 10801 SFD 80.00 0.250 0.016
4561965 FREMONT CA 94539 SFD 73.82 0.250 0.016
4561969 LAKE OSWEGO OR 97034 SFD 90.00 33 0.250 0.016
4562131 SEATTLE WA 98109 SFD 80.00 0.250 0.016
4562159 STRATFORD CT 06497 SFD 80.00 0.250 0.016
4562165 LOS ANGELES CA 90024 SFD 65.00 0.250 0.016
4562253 SAN JOSE CA 95126 SFD 80.00 0.250 0.016
4562293 SAN ANSELMO CA 94960 SFD 68.14 0.250 0.016
4562303 SCOTTSDALE AZ 85260 SFD 66.13 0.250 0.016
4562337 NOVATO CA 94949 SFD 80.00 0.250 0.016
4562394 SAN JOSE CA 95132 SFD 90.00 13 0.250 0.016
4562411 BASKING RIDGE NJ 07920 LCO 80.00 0.250 0.016
4562416 TORRANCE CA 90503 SFD 78.66 0.250 0.016
4562422 NAPLES FL 34103 LCO 74.93 0.250 0.016
4562423 WOODSTOCK NY 12498 SFD 80.00 0.250 0.016
4562427 KENSINGTON MD 20895 SFD 78.29 0.250 0.016
4562428 CROFTON MD 21114 SFD 80.00 0.250 0.016
4562433 MANHATTAN BEACH CA 90266 SFD 61.07 0.250 0.016
4562608 MCLEAN VA 22101 SFD 62.33 0.250 0.016
4562627 LADUE MO 63124 SFD 53.93 0.250 0.016
4562719 MARSHFIELD MA 02050 SFD 89.80 33 0.250 0.016
4562731 SPRINGVILLE UT 84663 SFD 95.00 13 0.250 0.016
4562745 SILVER SPRING MD 20901 SFD 89.23 0.250 0.016
4562801 TENAFLY NJ 07670 SFD 66.67 0.250 0.016
4562823 NEWPORT BEACH CA 92662 SFD 80.00 0.250 0.016
4562887 NORTH RICHLAND HILLS TX 76180 SFD 80.00 0.250 0.016
4562940 SUGAR LAND TX 77479 SFD 71.43 0.250 0.016
4562984 BETHESDA MD 20816 SFD 90.00 0.250 0.016
4562992 ROGERS AR 72758 SFD 78.57 0.250 0.016
4563089 SARATOGA CA 95070 SFD 80.00 0.250 0.016
4563118 LOS ANGELES CA 90066 SFD 79.87 0.250 0.016
4563130 BEND OR 97701 SFD 80.00 0.250 0.016
4563197 MORGAN HILL CA 95037 SFD 79.98 0.250 0.016
4563208 LAKEWOOD CO 80215 SFD 79.99 0.250 0.016
4563241 PHOENIX AZ 85021 SFD 81.48 17 0.250 0.016
4563272 LEXINGTON MA 02173 SFD 80.00 0.250 0.016
4563274 MALIBU CA 90265 SFD 70.00 0.250 0.016
4563313 FORT LAUDERDALE FL 33308 SFD 80.00 0.250 0.016
4563403 ANNANDALE VA 22003 SFD 78.90 0.250 0.016
4563459 CARLSBAD CA 92009 SFD 90.00 0.250 0.016
4563470 SAN ANTONIO TX 78248 SFD 63.45 0.250 0.016
4563478 WESTMINISTER CA 92683 SFD 90.00 01 0.250 0.016
4563492 SAN FRANCISCO CA 94122 SFD 79.81 0.250 0.016
4563623 LOS ANGELES CA 90066 SFD 80.00 0.250 0.016
4563683 TIGARD OR 97224 SFD 74.85 0.250 0.016
4563798 EL GRANADA CA 94018 SFD 75.07 0.250 0.016
4563802 BUFFALO GROVE IL 60089 SFD 90.00 33 0.250 0.016
4563827 HOPKINTON MA 01748 SFD 79.94 0.250 0.016
4563834 WHITEHOUSE TX 75791 SFD 66.48 0.250 0.016
4563846 SHERBORN MA 01770 SFD 79.24 0.250 0.016
4563859 TEMECULA CA 92592 SFD 67.18 0.250 0.016
4563893 ANAHEIM CA 92808 PUD 80.00 0.250 0.016
4563970 PALM DESERT CA 92260 SFD 79.40 0.250 0.016
4564021 GILBERT AZ 85234 SFD 90.00 17 0.250 0.016
4564053 SOUTH SAN FRANCISCO CA 94080 LCO 79.75 0.250 0.016
4564173 PALO ALTO CA 94301 SFD 66.05 0.250 0.016
4564195 PALO ALTO CA 94301 SFD 73.55 0.250 0.016
4564312 COSTA MESA CA 92626 SFD 84.88 13 0.250 0.016
4564344 WEST HOLLYWOOD CA 90069 SFD 80.00 0.250 0.016
4564540 MODESTO CA 95356 SFD 90.00 12 0.250 0.016
4564878 CASA GRANDE AZ 85222 SFD 80.00 0.250 0.016
4564915 WOODSTOCK MD 21163 SFD 89.45 01 0.250 0.016
4564974 PLANO TX 75093 SFD 90.00 17 0.250 0.016
4565068 GAHANNA OH 43230 SFD 95.00 33 0.250 0.016
4565131 RAMONA CA 92065 SFD 80.00 0.250 0.016
4565155 NEEDHAM MA 02192 SFD 80.00 0.250 0.016
4565181 PLEASANTVILLE NY 10570 SFD 80.00 0.250 0.016
4565209 QUEENSTOWN MD 21658 SFD 78.85 0.250 0.016
4565261 SAN JOSE CA 95120 SFD 80.00 0.250 0.016
4565378 CANTON GA 30114 SFD 86.20 06 0.250 0.016
4565408 SAN RAFAEL CA 94903 SFD 39.68 0.250 0.016
4565556 HOLLISTER CA 95023 SFD 80.00 0.250 0.016
4565682 ARROYO GRANDE CA 93420 SFD 78.95 0.250 0.016
4565683 ELK GROVE CA 95758 SFD 80.00 0.250 0.016
4565798 BEAVERTON OR 97007 SFD 80.00 0.250 0.016
4565944 TUCSON AZ 85750 SFD 74.99 0.250 0.016
4566066 SCOTTSDALE AZ 85251 SFD 90.00 13 0.250 0.016
4566248 FOUNTAIN HILLS AZ 85268 SFD 80.00 0.250 0.016
4566301 LITCHFIELD PARK AZ 85340 SFD 75.00 0.250 0.016
4566583 ROSWELL GA 30075 SFD 90.00 11 0.250 0.016
4566618 SUNNYDALE CA 94087 SFD 80.00 0.250 0.016
4566754 LA SELVA BEACH CA 95076 SFD 77.50 0.250 0.016
4566758 SAN JOSE CA 95126 SFD 80.00 0.250 0.016
4566793 ALEXANDRIA VA 22309 SFD 80.00 0.250 0.016
4566798 ANAHEIM CA 92808 SFD 80.00 0.250 0.016
4566916 SIMI VALLEY CA 93065 SFD 74.99 0.250 0.016
4566932 WEST HILLS AREA CA 91307 SFD 62.18 0.250 0.016
4567163 FAIR LAWN NJ 07410 SFD 80.00 0.250 0.016
4567371 BEAUMONT TX 77706 SFD 75.00 0.250 0.016
4569488 WEST HILLS AREA CA 91307 SFD 80.00 0.250 0.016
4571649 KEY WEST FL 33040 SFD 80.00 0.250 0.016
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1997-2 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4538654 ALEXANDRIA VA 22310 SFD 8.250 7.984 $1,643.32 360 1-Jun-23 $211,601.35
4538961 SPICER MN 56288 SFD 8.375 8.109 $2,660.26 360 1-Nov-26 $349,342.78
4539173 BERTHOUD CO 80513 SFD 7.750 7.484 $683.00 360 1-Aug-24 $93,063.11
4539177 BRAINERD MN 56401 SFD 8.000 7.734 $498.96 360 1-Apr-26 $67,529.78
4539213 DENVER CO 80204 LCO 7.750 7.484 $938.50 360 1-Sep-24 $128,061.39
4542263 BOISE ID 83702 SFD 8.500 8.234 $2,331.35 360 1-Oct-26 $302,457.44
4542282 COOPER CITY FL 33330 SFD 8.625 8.359 $1,905.58 360 1-Aug-26 $244,116.40
4542749 POWAY CA 92064 SFD 8.750 8.484 $2,067.45 360 1-Sep-26 $262,032.90
4542845 LAKEWOOD OH 44107 SFD 8.125 7.859 $1,657.25 360 1-Oct-26 $222,610.04
4543032 SHREWSBURY MA 01545 SFD 8.750 8.484 $1,715.01 360 1-Aug-26 $217,231.63
4543048 PASADENA CA 91104 SFD 8.250 7.984 $1,652.79 360 1-Sep-26 $219,288.84
4543496 SANTA FE NM 87501 SFD 8.000 7.734 $1,775.71 360 1-Sep-26 $241,177.16
4543708 SAN DIMAS CA 91773 SFD 8.500 8.234 $1,691.61 360 1-Sep-26 $218,509.84
4543714 ROWLAND HEIGHTS CA 91748 SFD 8.000 7.734 $1,633.36 360 1-Sep-26 $221,843.17
4543934 AUSTIN TX 78731 SFD 8.500 8.234 $1,660.85 360 1-Sep-26 $215,336.41
4543949 EUGENE OR 97405 SFD 8.250 7.984 $1,652.79 360 1-Sep-26 $219,288.84
4544201 SIERRA MADRE CA 91024 SFD 8.500 8.234 $2,399.01 360 1-Oct-26 $311,235.88
4544240 WAIPAHU HI 96797 SFD 9.000 8.734 $2,570.77 360 1-Aug-26 $318,433.05
4544264 ALTADENA CA 91001 SFD 8.250 7.984 $2,136.60 360 1-Sep-26 $283,480.69
4544270 WHITEHOUSE STATION NJ 08889 SFD 9.125 8.859 $2,196.81 360 1-Jul-26 $268,970.96
4544281 SALT LAKE CITY UT 84109 SFD 8.250 7.984 $2,516.74 360 1-Sep-26 $333,917.15
4544285 RANCHO CUCAMONGA CA 91701 SFD 8.875 8.609 $1,776.28 360 1-Aug-26 $222,485.01
4544296 COSTA MESA CA 92626 SFD 8.875 8.609 $2,154.21 360 1-Sep-26 $269,979.75
4544302 SAN FRANCISCO CA 94114 SFD 8.875 8.609 $3,978.22 360 1-Aug-26 $498,286.78
4544307 RIPON CA 95366 SFD 8.875 8.609 $1,826.80 360 1-Aug-26 $228,813.27
4544340 NEEDHAM MA 02194 SFD 8.875 8.609 $1,790.20 360 1-Sep-26 $224,359.91
4544344 KAPOLEI HI 96707 SFD 8.625 8.359 $2,744.04 360 1-Sep-26 $351,743.48
4544382 HUNTINGTON BEACH CA 92647 SFD 8.375 8.109 $1,924.31 360 1-Oct-26 $252,538.94
4544390 DALLAS TX 75252 SFD 8.875 8.609 $1,754.40 360 1-Aug-26 $219,744.44
4544398 TORRANCE CA 90503 SFD 8.500 8.234 $2,171.41 360 1-Oct-26 $281,708.38
4544666 RIDGEWOOD NJ 07450 SFD 8.625 8.359 $2,975.05 360 1-Oct-26 $381,047.96
4544674 BROOKLYN NY 11234 SFD 9.000 8.734 $2,172.48 360 1-Sep-26 $269,251.46
4544699 WOODLAND HILLS CA 91367 SFD 9.125 8.859 $2,206.57 360 1-Aug-26 $266,891.59
4544709 ARLINGTON VA 22207 SFD 9.000 8.734 $2,244.90 360 1-Jul-26 $277,908.91
4544712 FT LAUDERDALE FL 33327 SFD 9.250 8.984 $1,854.72 360 1-Sep-26 $224,856.53
4544714 MOUNT KISCO NY 10549 SFD 9.000 8.734 $1,770.17 360 1-Jul-26 $219,137.55
4544719 PASO ROBLES CA 93446 SFD 8.875 8.609 $2,983.67 360 1-Sep-26 $373,933.18
4544730 SOLON OH 44139 SFD 8.125 7.859 $1,856.25 360 1-Sep-26 $249,171.14
4544732 MILLERSVILLE MD 21108 SFD 8.000 7.734 $2,146.26 360 1-Sep-26 $291,505.52
4544901 MILTON MA 02186 LCO 8.625 8.359 $2,100.04 360 1-Oct-26 $269,355.44
4545626 WINDERMERE FL 34786 SFD 8.875 8.609 $3,182.58 360 1-Oct-26 $399,093.00
4546547 MOORPARK CA 93021 SFD 9.000 8.734 $1,774.19 360 1-Sep-26 $219,888.71
4546595 SAN JOSE CA 95123 SFD 8.500 8.234 $2,004.56 360 1-Sep-26 $259,899.05
4546836 DAWSONVILLE GA 30534 SFD 8.375 8.109 $1,679.76 360 1-Oct-26 $220,444.77
4546853 FREDERICK MD 21701 SFD 8.625 8.359 $1,752.75 360 1-Sep-26 $224,675.13
4547019 RAMSEY MN 55303 SFD 8.250 7.984 $2,704.56 360 1-Nov-26 $359,306.57
4547550 SHOREWOOD MN 55331 PUD 8.125 7.859 $1,863.67 360 1-Dec-26 $250,670.51
4547921 KIRKLAND WA 98034 SFD 8.500 8.234 $1,626.25 360 1-Sep-26 $210,850.24
4547939 WEST FRIENDSHIP MD 21794 SFD 8.625 8.359 $1,750.03 360 1-Oct-26 $224,462.87
4547988 BRANDON FL 33511 SFD 8.375 8.109 $1,745.13 360 1-Oct-26 $229,023.15
4548019 SUGAR LAND TX 77479 SFD 8.625 8.359 $2,275.03 360 1-Sep-26 $291,624.06
4548625 COLORADO SPRINGS CO 80919 SFD 8.500 8.234 $2,318.28 360 1-Oct-26 $300,761.59
4549555 ORLANDO FL 32801 SFD 8.125 7.859 $1,991.38 360 1-Oct-26 $267,491.07
4550222 CANTON NC 28716 SFD 8.625 8.359 $1,767.14 360 1-Oct-26 $226,382.54
4550874 SOUTHLAKE TX 76092 SFD 8.125 7.859 $2,130.97 360 1-Oct-26 $286,199.96
4551421 ORLANDO FL 32832 SFD 8.875 8.609 $3,199.21 351 1-Jan-26 $399,025.75
4551789 TIPP CITY OH 45371 SFD 7.875 7.609 $1,875.76 360 1-Nov-26 $258,162.36
4552158 FT LAUDERDALE FL 33326 SFD 8.625 8.359 $1,818.48 360 1-Nov-26 $233,382.90
4552162 KERSEY CO 80644 SFD 8.500 8.234 $1,653.16 360 1-Nov-26 $214,606.49
4554320 APPLETON WI 54911 SFD 8.125 7.859 $4,536.66 360 1-Nov-26 $609,329.48
4554333 HOLLYWOOD FL 33021 SFD 8.375 8.109 $1,976.19 360 1-Nov-26 $259,511.79
4554341 PASADENA MD 21122 SFD 8.500 8.234 $1,683.92 360 1-Nov-26 $218,599.16
4554357 FORT WASHINGTON MD 20744 SFD 8.000 7.734 $2,120.58 360 1-Nov-26 $288,414.37
4554374 WELLINGTON FL 33414 SFD 8.250 7.984 $2,028.42 360 1-Nov-26 $269,479.93
4554382 KINGWOOD TX 77345 SFD 8.250 7.984 $1,661.43 360 1-Nov-26 $220,724.02
4554412 BERWYN PA 19312 SFD 7.875 7.609 $1,740.17 360 1-Nov-26 $239,486.40
4554424 LONG BEACH CA 90808 SFD 8.125 7.859 $1,841.39 360 1-Nov-26 $247,510.03
4554429 PLANO TX 75093 SFD 8.375 8.109 $1,935.52 360 1-Nov-26 $254,171.85
4554483 LAKE ORION MI 48362 SFD 8.500 8.234 $1,981.49 360 1-Nov-26 $257,194.82
4554488 STILLWELL KS 66085 SFD 8.250 7.984 $1,690.35 360 1-Oct-26 $224,420.18
4554490 LONGWOOD FL 32779 SFD 8.750 8.484 $2,166.57 360 1-Oct-26 $274,759.26
4554497 HONOLULU HI 96822 SFD 8.000 7.734 $3,005.50 360 1-Nov-26 $407,759.97
4554500 HONOLULU HI 96821 SFD 8.375 8.109 $4,627.32 360 1-Oct-26 $607,243.05
4554503 ST LOUIS MO 63108 SFD 8.500 8.234 $2,306.74 360 1-Nov-26 $299,450.91
4554506 DELRAY BEACH FL 33445 SFD 8.750 8.484 $3,540.16 360 1-Nov-26 $449,217.62
4554510 WESTFORD MA 01886 SFD 7.875 7.609 $1,921.43 360 1-Sep-26 $264,076.12
4554520 KAILUA HI 96734 SFD 7.875 7.609 $2,647.95 360 1-Nov-26 $364,441.08
4554531 AIEA HI 96701 SFD 8.000 7.734 $2,516.81 360 1-Nov-26 $342,304.96
4554534 MANALAPAN NJ 07726 SFD 7.750 7.484 $2,475.20 360 1-Nov-26 $344,763.72
4554536 HONOLULU HI 96817 SFD 8.375 8.109 $4,507.23 360 1-Nov-26 $591,886.51
4554841 MISSION VIEJO CA 92692 SFD 8.375 8.109 $2,299.22 360 1-Nov-26 $301,931.99
4554891 RANCHO CUCAMONGA CA 91737 SFD 8.500 8.234 $1,922.28 360 1-Nov-26 $249,542.43
4554893 SANTA CLARITA CA 91351 SFD 7.875 7.609 $2,283.97 360 1-Nov-26 $314,345.37
4554895 LAGUNA NIGUEL CA 92677 SFD 8.000 7.734 $2,729.60 360 1-Nov-26 $371,044.19
4555140 WINTER SPRINGS FL 32708 SFD 8.375 8.109 $1,648.01 354 1-Apr-26 $215,432.05
4555141 HOMEWOOD CA 96141 SFD 8.625 8.359 $2,765.43 360 1-Nov-26 $354,915.73
4555149 FAYETTEVILLE GA 30215 SFD 8.625 8.359 $1,944.47 360 1-Oct-26 $249,145.87
4555158 MT. AIRY MD 21771 SFD 8.250 7.984 $1,630.25 360 1-Nov-26 $216,582.02
4555165 SIMSBURY CT 06070 SFD 8.000 7.734 $1,806.16 360 1-Nov-26 $245,651.21
4555168 WALDORF MD 20601 SFD 8.375 8.109 $2,137.71 360 1-Oct-26 $280,543.33
4555177 WEST CHESTER PA 19380 SFD 8.000 7.734 $1,658.31 360 1-Nov-26 $225,542.04
4555829 MARIETTA GA 30068 SFD 8.375 8.109 $2,341.03 360 1-Nov-26 $307,421.64
4556142 MARCO ISLAND FL 34145 SFD 8.500 8.234 $1,883.84 360 1-Nov-26 $244,551.58
4556481 CUMMING GA 30130 SFD 8.500 8.234 $2,114.51 360 1-Oct-26 $272,204.82
4556855 BOCA RATON FL 33487 SFD 8.750 8.484 $1,982.49 360 1-Oct-26 $251,413.67
4556865 ST SIMONS ISLAND GA 31522 SFD 8.500 8.234 $1,914.59 360 1-Oct-26 $248,390.20
4556898 GARDEN CITY NY 11530 SFD 8.250 7.984 $2,215.37 240 1-Nov-16 $258,197.67
4556914 SANTA CLARITA CA 91350 SFD 8.375 8.109 $1,763.37 360 1-Nov-26 $231,527.22
4557195 LAKE FOREST PARK WA 98155 SFD 8.250 7.984 $2,073.50 360 1-Nov-26 $275,468.36
4557203 NAPERVILLE IL 60565 SFD 8.375 8.109 $1,900.18 360 1-Nov-26 $249,530.58
4557211 NEW ROCHELLE NY 10804 SFD 8.250 7.984 $2,265.82 360 1-Nov-26 $301,019.07
4557216 NORTH ANDOVER MA 01845 SFD 8.750 8.484 $2,147.30 360 1-Nov-26 $272,475.44
4557222 KIRKLAND WA 98034 SFD 8.250 7.984 $1,682.84 360 1-Nov-26 $223,367.15
4557249 LAGUNA NIGUEL CA 92677 SFD 8.250 7.984 $3,299.56 360 1-Nov-26 $437,241.77
4557262 LITTLETON CO 80122 SFD 8.125 7.859 $2,272.04 360 1-Nov-26 $305,395.44
4557277 LAKE JACKSON TX 77566 SFD 8.250 7.984 $2,065.98 360 1-Nov-26 $274,470.32
4557282 ORLANDO FL 32837 SFD 8.250 7.984 $2,178.67 360 1-Nov-26 $289,441.42
4557287 BOCA RATON FL 33433 SFD 8.125 7.859 $2,928.41 360 1-Nov-26 $393,620.77
4557294 PARK CITY UT 84098 SFD 8.125 7.859 $2,265.36 360 1-Nov-26 $304,497.20
4557659 NASHVILLE TN 37205 SFD 8.375 8.109 $1,900.18 360 1-Oct-26 $249,371.92
4557665 KNOXVILLE TN 37919 SFD 8.000 7.734 $1,900.46 360 1-Nov-26 $258,475.14
4557755 JACKSONVILLE FL 32224 SFD 8.875 8.609 $1,877.32 360 1-Nov-26 $235,550.24
4557878 SHINGLE SPRINGS CA 95682 SFD 8.375 8.109 $2,052.20 360 1-Nov-26 $269,493.00
4557894 BOISE ID 83702 SFD 8.375 8.109 $3,040.29 360 1-Nov-26 $399,248.91
4557908 ANNAPOLIS MD 21403 SFD 8.500 8.234 $1,753.12 360 1-Dec-26 $227,722.78
4557918 EL CENTRO CA 92243 SFD 8.500 8.234 $1,833.86 360 1-Nov-26 $238,063.47
4557944 DENVER CO 80235 SFD 8.250 7.984 $1,622.74 360 1-Nov-26 $215,583.93
4557957 HONOLULU HI 96813 SFD 8.000 7.734 $2,788.31 360 1-Nov-26 $379,229.95
4557968 KNOXVILLE TN 37922 SFD 8.375 8.109 $1,705.60 360 1-Nov-26 $223,978.65
4557977 SAN JUAN CAPISTRANO CA 92675 SFD 8.625 8.359 $3,111.16 360 1-Nov-26 $399,286.41
4557986 WADDELL AZ 85355 SFD 8.625 8.359 $1,788.92 360 1-Nov-26 $229,589.69
4557996 PLEASANTON CA 94566 SFD 8.250 7.984 $2,013.39 360 1-Nov-26 $267,483.80
4558005 SANDY UT 84092 SFD 8.000 7.734 $2,201.29 360 1-Nov-26 $299,392.10
4558014 BEECH GROVE IN 46107 SFD 8.375 8.109 $1,672.16 360 1-Nov-26 $219,586.90
4558027 LEMONT IL 60439 SFD 8.625 8.359 $1,803.69 360 1-Nov-26 $230,983.43
4558039 ORLANDO FL 32812 SFD 8.250 7.984 $3,005.07 360 1-Nov-26 $399,229.52
4558046 GLENDORA CA 91741 SFD 7.750 7.484 $1,534.56 360 1-Dec-25 $211,992.24
4558155 BOWIE MD 20721 SFD 8.875 8.609 $1,954.51 360 1-Nov-26 $245,031.55
4558169 WINTER SPRINGS FL 32708 SFD 8.625 8.359 $1,804.27 352 1-Jan-26 $230,114.31
4558733 ORLANDO FL 32819 SFD 8.500 8.234 $1,745.43 360 1-Nov-26 $226,580.20
4558889 VERO BEACH FL 32963 SFD 8.750 8.484 $3,933.50 360 1-Nov-26 $499,130.69
4558923 BOCA RATON FL 33486 SFD 8.500 8.234 $2,122.20 360 1-Nov-26 $275,494.84
4558940 GERMANTOWN TN 38139 SFD 8.625 8.359 $2,473.37 360 1-Oct-26 $317,240.90
4558957 WINDERMERE FL 34786 SFD 8.500 8.234 $2,047.79 352 1-Mar-26 $264,484.24
4559001 HOUSTON TX 77024 SFD 8.000 7.734 $1,856.90 240 1-Nov-16 $220,861.75
4559011 CHESTER SPRINGS PA 19425 SFD 8.250 7.984 $1,833.09 360 1-Nov-26 $243,530.01
4559283 SANTA BARBARA CA 93103 SFD 8.500 8.234 $4,997.94 360 1-Nov-26 $645,781.33
4559647 VIRGINIA BEACH VA 23456 SFD 8.625 8.359 $2,302.26 360 1-Dec-26 $295,649.22
4559737 ALPHARETTA GA 30202 SFD 8.500 8.234 $2,732.72 360 1-Dec-26 $354,967.87
4559747 COLUMBIA SC 29223 SFD 8.250 7.984 $1,930.76 360 1-Dec-26 $256,671.11
4559824 MARIETTA GA 30062 SFD 8.250 7.984 $1,939.02 360 1-Nov-26 $257,602.86
4561186 MIAMI FL 33143 SFD 8.000 7.734 $2,311.36 360 1-Dec-26 $314,575.87
4561779 GAINESVILLE GA 30506 SFD 8.250 7.984 $2,253.80 360 1-Nov-26 $299,422.14
4562406 WOODSTOCK GA 30188 SFD 8.500 8.234 $2,165.65 360 1-Dec-26 $281,307.53
4562456 COLLEYVILLE TX 76034 SFD 7.500 7.234 $1,616.59 360 1-Jan-27 $231,028.41
4563026 TAMPA FL 33609 SFD 7.875 7.609 $2,720.46 360 1-Dec-26 $374,681.89
4564166 PONTE VEDRA BEACH FL 32082 SFD 8.000 7.734 $1,772.04 360 1-Dec-26 $241,174.84
4565431 WINTER GARDEN FL 34787 SFD 8.875 8.609 $2,253.16 353 1-May-26 $281,714.43
$41,909,162.62
COUNT: 148
WAC: 8.403823131
WAM: 354.3251955
WALTV: 79.37865245
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4538654 ALEXANDRIA VA 22310 SFD 90.00 01 0.250 0.016
4538961 SPICER MN 56288 SFD 70.00 0.250 0.016
4539173 BERTHOUD CO 80513 SFD 75.00 0.250 0.016
4539177 BRAINERD MN 56401 SFD 80.00 0.250 0.016
4539213 DENVER CO 80204 LCO 93.24 06 0.250 0.016
4542263 BOISE ID 83702 SFD 80.00 0.250 0.016
4542282 COOPER CITY FL 33330 SFD 78.16 0.250 0.016
4542749 POWAY CA 92064 SFD 90.00 33 0.250 0.016
4542845 LAKEWOOD OH 44107 SFD 80.00 0.250 0.016
4543032 SHREWSBURY MA 01545 SFD 94.99 12 0.250 0.016
4543048 PASADENA CA 91104 SFD 80.00 0.250 0.016
4543496 SANTA FE NM 87501 SFD 72.02 0.250 0.016
4543708 SAN DIMAS CA 91773 SFD 80.00 0.250 0.016
4543714 ROWLAND HEIGHTS CA 91748 SFD 69.82 0.250 0.016
4543934 AUSTIN TX 78731 SFD 77.49 0.250 0.016
4543949 EUGENE OR 97405 SFD 63.77 0.250 0.016
4544201 SIERRA MADRE CA 91024 SFD 74.82 0.250 0.016
4544240 WAIPAHU HI 96797 SFD 90.00 01 0.250 0.016
4544264 ALTADENA CA 91001 SFD 90.00 12 0.250 0.016
4544270 WHITEHOUSE STATION NJ 08889 SFD 90.00 33 0.250 0.016
4544281 SALT LAKE CITY UT 84109 SFD 67.00 0.250 0.016
4544285 RANCHO CUCAMONGA CA 91701 SFD 95.00 33 0.250 0.016
4544296 COSTA MESA CA 92626 SFD 95.00 12 0.250 0.016
4544302 SAN FRANCISCO CA 94114 SFD 79.74 0.250 0.016
4544307 RIPON CA 95366 SFD 79.17 0.250 0.016
4544340 NEEDHAM MA 02194 SFD 90.00 12 0.250 0.016
4544344 KAPOLEI HI 96707 SFD 90.00 33 0.250 0.016
4544382 HUNTINGTON BEACH CA 92647 SFD 95.00 12 0.250 0.016
4544390 DALLAS TX 75252 SFD 70.00 0.250 0.016
4544398 TORRANCE CA 90503 SFD 80.00 0.250 0.016
4544666 RIDGEWOOD NJ 07450 SFD 90.00 12 0.250 0.016
4544674 BROOKLYN NY 11234 SFD 90.00 33 0.250 0.016
4544699 WOODLAND HILLS CA 91367 SFD 80.00 0.250 0.016
4544709 ARLINGTON VA 22207 SFD 90.00 12 0.250 0.016
4544712 FT LAUDERDALE FL 33327 SFD 90.00 01 0.250 0.016
4544714 MOUNT KISCO NY 10549 SFD 80.00 0.250 0.016
4544719 PASO ROBLES CA 93446 SFD 71.43 0.250 0.016
4544730 SOLON OH 44139 SFD 76.92 0.250 0.016
4544732 MILLERSVILLE MD 21108 SFD 90.00 12 0.250 0.016
4544901 MILTON MA 02186 LCO 68.35 0.250 0.016
4545626 WINDERMERE FL 34786 SFD 88.50 33 0.250 0.016
4546547 MOORPARK CA 93021 SFD 90.00 13 0.250 0.016
4546595 SAN JOSE CA 95123 SFD 89.90 33 0.250 0.016
4546836 DAWSONVILLE GA 30534 SFD 86.67 06 0.250 0.016
4546853 FREDERICK MD 21701 SFD 89.98 12 0.250 0.016
4547019 RAMSEY MN 55303 SFD 80.00 0.250 0.016
4547550 SHOREWOOD MN 55331 PUD 74.93 0.250 0.016
4547921 KIRKLAND WA 98034 SFD 90.00 33 0.250 0.016
4547939 WEST FRIENDSHIP MD 21794 SFD 54.61 0.250 0.016
4547988 BRANDON FL 33511 SFD 80.00 0.250 0.016
4548019 SUGAR LAND TX 77479 SFD 90.00 33 0.250 0.016
4548625 COLORADO SPRINGS CO 80919 SFD 89.99 33 0.250 0.016
4549555 ORLANDO FL 32801 SFD 90.00 11 0.250 0.016
4550222 CANTON NC 28716 SFD 89.98 13 0.250 0.016
4550874 SOUTHLAKE TX 76092 SFD 74.99 0.250 0.016
4551421 ORLANDO FL 32832 SFD 75.76 0.250 0.016
4551789 TIPP CITY OH 45371 SFD 89.99 33 0.250 0.016
4552158 FT LAUDERDALE FL 33326 SFD 89.96 12 0.250 0.016
4552162 KERSEY CO 80644 SFD 66.15 0.250 0.016
4554320 APPLETON WI 54911 SFD 69.91 0.250 0.016
4554333 HOLLYWOOD FL 33021 SFD 80.00 0.250 0.016
4554341 PASADENA MD 21122 SFD 87.95 01 0.250 0.016
4554357 FORT WASHINGTON MD 20744 SFD 72.98 0.250 0.016
4554374 WELLINGTON FL 33414 SFD 78.79 0.250 0.016
4554382 KINGWOOD TX 77345 SFD 89.99 12 0.250 0.016
4554412 BERWYN PA 19312 SFD 80.00 0.250 0.016
4554424 LONG BEACH CA 90808 SFD 82.67 33 0.250 0.016
4554429 PLANO TX 75093 SFD 77.87 0.250 0.016
4554483 LAKE ORION MI 48362 SFD 89.79 12 0.250 0.016
4554488 STILLWELL KS 66085 SFD 49.07 0.250 0.016
4554490 LONGWOOD FL 32779 SFD 90.00 12 0.250 0.016
4554497 HONOLULU HI 96822 SFD 80.00 0.250 0.016
4554500 HONOLULU HI 96821 SFD 72.48 0.250 0.016
4554503 ST LOUIS MO 63108 SFD 80.00 0.250 0.016
4554506 DELRAY BEACH FL 33445 SFD 76.53 0.250 0.016
4554510 WESTFORD MA 01886 SFD 67.96 0.250 0.016
4554520 KAILUA HI 96734 SFD 80.00 0.250 0.016
4554531 AIEA HI 96701 SFD 61.36 0.250 0.016
4554534 MANALAPAN NJ 07726 SFD 79.32 0.250 0.016
4554536 HONOLULU HI 96817 SFD 79.07 0.250 0.016
4554841 MISSION VIEJO CA 92692 SFD 78.57 0.250 0.016
4554891 RANCHO CUCAMONGA CA 91737 SFD 73.53 0.250 0.016
4554893 SANTA CLARITA CA 91351 SFD 64.95 0.250 0.016
4554895 LAGUNA NIGUEL CA 92677 SFD 80.00 0.250 0.016
4555140 WINTER SPRINGS FL 32708 SFD 80.00 0.250 0.016
4555141 HOMEWOOD CA 96141 SFD 52.67 0.250 0.016
4555149 FAYETTEVILLE GA 30215 SFD 92.78 17 0.250 0.016
4555158 MT. AIRY MD 21771 SFD 73.08 0.250 0.016
4555165 SIMSBURY CT 06070 SFD 90.00 33 0.250 0.016
4555168 WALDORF MD 20601 SFD 89.29 33 0.250 0.016
4555177 WEST CHESTER PA 19380 SFD 89.68 01 0.250 0.016
4555829 MARIETTA GA 30068 SFD 80.00 0.250 0.016
4556142 MARCO ISLAND FL 34145 SFD 71.01 0.250 0.016
4556481 CUMMING GA 30130 SFD 71.43 0.250 0.016
4556855 BOCA RATON FL 33487 SFD 80.00 0.250 0.016
4556865 ST SIMONS ISLAND GA 31522 SFD 87.37 11 0.250 0.016
4556898 GARDEN CITY NY 11530 SFD 80.00 0.250 0.016
4556914 SANTA CLARITA CA 91350 SFD 80.00 0.250 0.016
4557195 LAKE FOREST PARK WA 98155 SFD 80.00 0.250 0.016
4557203 NAPERVILLE IL 60565 SFD 89.29 12 0.250 0.016
4557211 NEW ROCHELLE NY 10804 SFD 80.00 0.250 0.016
4557216 NORTH ANDOVER MA 01845 SFD 74.99 0.250 0.016
4557222 KIRKLAND WA 98034 SFD 80.00 0.250 0.016
4557249 LAGUNA NIGUEL CA 92677 SFD 80.00 0.250 0.016
4557262 LITTLETON CO 80122 SFD 55.94 0.250 0.016
4557277 LAKE JACKSON TX 77566 SFD 67.90 0.250 0.016
4557282 ORLANDO FL 32837 SFD 74.36 0.250 0.016
4557287 BOCA RATON FL 33433 SFD 79.92 0.250 0.016
4557294 PARK CITY UT 84098 SFD 90.00 33 0.250 0.016
4557659 NASHVILLE TN 37205 SFD 67.57 0.250 0.016
4557665 KNOXVILLE TN 37919 SFD 72.14 0.250 0.016
4557755 JACKSONVILLE FL 32224 SFD 89.99 11 0.250 0.016
4557878 SHINGLE SPRINGS CA 95682 SFD 61.22 0.250 0.016
4557894 BOISE ID 83702 SFD 71.43 0.250 0.016
4557908 ANNAPOLIS MD 21403 SFD 80.00 0.250 0.016
4557918 EL CENTRO CA 92243 SFD 90.00 12 0.250 0.016
4557944 DENVER CO 80235 SFD 80.00 0.250 0.016
4557957 HONOLULU HI 96813 SFD 79.17 0.250 0.016
4557968 KNOXVILLE TN 37922 SFD 80.00 0.250 0.016
4557977 SAN JUAN CAPISTRANO CA 92675 SFD 72.73 0.250 0.016
4557986 WADDELL AZ 85355 SFD 79.86 0.250 0.016
4557996 PLEASANTON CA 94566 SFD 80.00 0.250 0.016
4558005 SANDY UT 84092 SFD 80.00 0.250 0.016
4558014 BEECH GROVE IN 46107 SFD 78.57 0.250 0.016
4558027 LEMONT IL 60439 SFD 79.45 0.250 0.016
4558039 ORLANDO FL 32812 SFD 89.19 01 0.250 0.016
4558046 GLENDORA CA 91741 SFD 90.00 12 0.250 0.016
4558155 BOWIE MD 20721 SFD 89.82 17 0.250 0.016
4558169 WINTER SPRINGS FL 32708 SFD 90.00 06 0.250 0.016
4558733 ORLANDO FL 32819 SFD 89.96 06 0.250 0.016
4558889 VERO BEACH FL 32963 SFD 74.07 0.250 0.016
4558923 BOCA RATON FL 33486 SFD 80.00 0.250 0.016
4558940 GERMANTOWN TN 38139 SFD 80.00 0.250 0.016
4558957 WINDERMERE FL 34786 SFD 64.63 0.250 0.016
4559001 HOUSTON TX 77024 SFD 80.00 0.250 0.016
4559011 CHESTER SPRINGS PA 19425 SFD 67.03 0.250 0.016
4559283 SANTA BARBARA CA 93103 SFD 54.17 0.250 0.016
4559647 VIRGINIA BEACH VA 23456 SFD 80.00 0.250 0.016
4559737 ALPHARETTA GA 30202 SFD 79.98 0.250 0.016
4559747 COLUMBIA SC 29223 SFD 84.82 17 0.250 0.016
4559824 MARIETTA GA 30062 SFD 78.67 0.250 0.016
4561186 MIAMI FL 33143 SFD 90.00 11 0.250 0.016
4561779 GAINESVILLE GA 30506 SFD 80.00 0.250 0.016
4562406 WOODSTOCK GA 30188 SFD 79.12 0.250 0.016
4562456 COLLEYVILLE TX 76034 SFD 80.00 0.250 0.016
4563026 TAMPA FL 33609 SFD 80.00 0.250 0.016
4564166 PONTE VEDRA BEACH FL 32082 SFD 67.65 0.250 0.016
4565431 WINTER GARDEN FL 34787 SFD 89.99 11 0.250 0.016
</TABLE>
NASCOR
NMI / 1997-2 Exhibit F-3 (Part B)
15 YEAR FIXED RATE NON-RELOCATION AND RELOCATION
LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- -------------------------------------------------------------------------------
4538654 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL
ASSOC.
4538961 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL
ASSOC.
4539173 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL
ASSOC.
4539177 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL
ASSOC.
4539213 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL
ASSOC.
4542263 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4542282 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4542749 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4542845 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4543032 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4543048 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4543496 NATIONAL CITY MORTGAGE CO. NATIONAL CITY
MORTGAGE CO.
4543708 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4543714 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4543934 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4543949 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544201 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544240 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544264 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544270 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544281 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544285 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544296 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544302 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4544307 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544340 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544344 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544382 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544390 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544398 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544666 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544674 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544699 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544709 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4544712 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4544714 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544719 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544730 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544732 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4544901 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4545626 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4546547 HOMESIDE LENDING HOMESIDE LENDING
4546595 HOMESIDE LENDING HOMESIDE LENDING
4546836 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4546853 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4547019 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL
ASSOC.
4547550 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL
ASSOC.
4547921 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4547939 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4547988 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4548019 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4548625 COUNTRYWIDE FUNDING CORP COUNTRYWIDE FUNDING
CORP
4549555 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4550222 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4550874 NATIONAL CITY MORTGAGE CO. NATIONAL CITY
MORTGAGE CO.
4551421 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4551789 NATIONAL CITY MORTGAGE CO. NATIONAL CITY
MORTGAGE CO.
4552158 NATIONAL CITY MORTGAGE CO. NATIONAL CITY
MORTGAGE CO.
4552162 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554320 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554333 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554341 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554357 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554374 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554382 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554412 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554424 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554429 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554483 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554488 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554490 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4554497 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554500 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554503 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554506 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4554510 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554520 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554531 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554534 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554536 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554841 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554891 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554893 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4554895 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4555140 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4555141 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4555149 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4555158 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4555165 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4555168 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4555177 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4555829 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4556142 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4556481 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4556855 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4556865 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4556898 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4556914 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557195 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557203 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557211 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557216 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557222 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557249 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557262 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557277 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557282 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557287 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557294 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557659 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4557665 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4557755 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4557878 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557894 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557908 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557918 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557944 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557957 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557968 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557977 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557986 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4557996 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4558005 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4558014 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4558027 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4558039 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4558046 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4558155 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4558169 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4558733 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4558889 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4558923 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4558940 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4558957 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4559001 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4559011 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4559283 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING
CORP.
4559647 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4559737 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4559747 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4559824 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4561186 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4561779 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4562406 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4562456 NATIONAL CITY MORTGAGE CO. NATIONAL CITY
MORTGAGE CO.
4563026 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4564166 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
4565431 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE,
INC.
COUNT: 148
WAC: 8.403823131
WAM: 354.3251955
WALTV: 79.37865245
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
- ----------------
Name of Mortgagor: -----------------------------------
Servicer
Loan No.: -----------------------------------
Custodian/Trustee
Name: -----------------------------------
Address: -----------------------------------
-----------------------------------
Custodian/Trustee
Mortgage File No.: -----------------------------------
Seller
Name: -----------------------------------
Address: -----------------------------------
-----------------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1997-2
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank of North Carolina, as Trustee for the Holders of
Mortgage Pass-Through Certificates, Series 1997-2, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of February 27, 1997 (the "Pooling and Servicing
Agreement") among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated --------------, 199--, in the original principal sum
of $-----------, made by --------------------, payable to, or endorsed to
the order of, the Trustee.
( ) Mortgage recorded on --------------------- as instrument no. ---------- in
the County Recorder's Office of the County of ---------------------, State
of ----------------------- in book/reel/docket ------------------ of
official records at page/image ------------.
( ) Deed of Trust recorded on -------------------- as instrument no.
----------------- in the County Recorder's Office of the County of
-------------------, State of ----------------- in book/reel/docket
-------------------- of official records at page/image ------------.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
------------------------------ as instrument no. -------------- in the
County Recorder's Office of the County of ----------------------, State of
--------------------- in book/reel/docket -------------------- of official
records at page/image ------------.
( ) Other documents, including any amendments, assignments or other assumptions
of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when
the need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided in the
Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: ------------------------
Title: ------------------------
Date: ----------------, 19--
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA
INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1997-2, Class [A-R] [A-LR] Certificate (the
"Class [A-R] [A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan
subject to the fiduciary provisions of the Employee Retirement Income Security
Act of 1974, as amended, ("ERISA") and/or Code Section 4975 or any governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (collectively, a "Plan") or a Person investing the assets of
such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [A-R] [A-LR] Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [A-R] [A-LR] Certificate in excess of cash flows generated
by the Class [A-R] [A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R] [A-LR] Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class [A-R] [A-LR] Certificate in connection with the
conduct of a trade or business within the United States and has furnished the
transferor and the Trustee with an effective Internal Revenue Service Form 4224
or successor form at the time and in the manner required by the Code or (iii) is
a Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class [A-R] [A-LR] Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class [A-R] [A-LR] Certificate will not be disregarded for
federal income tax purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, an
estate that is subject to U.S. federal income tax regardless of the source of
its income or a trust if (i) for taxable years beginning after December 31, 1996
(or for taxable years ending after August 20, 1996, if the trustee has made an
applicable election), a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more
United States fiduciaries have the authority to control all substantial
decisions of such trust or (ii) for all other taxable years, such trust is
subject to U.S. federal income tax regardless of the source of its income.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R] [A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the [Upper-Tier][Lower-Tier] REMIC
pursuant to Section 3.01 of the Pooling and Servicing Agreement, and if such
designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ---- day of ----------, 19--.
[NAME OF PURCHASER]
By:--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this ---- day of ----------, 19--.
- -----------------------------
NOTARY PUBLIC
COUNTY OF -------------------
STATE OF --------------------
My commission expires the ---- day of ----------, 19--.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R] [A-LR] Certificate]
[Date]
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1997-2, Class [A-R] [A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-2
CLASS [B-3] [B-4] [B-5] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-2, Class
[B-3] [B-4] [B-5] (the "Class [B-3] [B-4] [B-5] Certificates") in the principal
amount of $-----------. In doing so, the Purchaser hereby acknowledges and
agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of February 27, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), and First Union National Bank of North Carolina, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-2.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [B-3] [B-4] [B-5]
Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-3] [B-4] [B-5]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and
is capable of evaluating the merits and risks of an investment in the Class
[B-3] [B-4] [B-5] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of
an investment in the Class [B-3] [B-4] [B-5] Certificates and can afford a
complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated February --, 1997, relating
to the Class [B-3] [B-4] [B-5] Certificates and reviewed, to the extent it
deemed appropriate, the documents attached thereto or incorporated by
reference therein, (b) it has had the opportunity to ask questions of, and
receive answers from NASCOR concerning the Class [B-3] [B-4] [B-5]
Certificates and all matters relating thereto, and obtain any additional
information (including documents) relevant to its decision to purchase the
Class [B-3] [B-4] [B-5] Certificates that NASCOR possesses or can possess
without unreasonable effort or expense and (c) it has undertaken its own
independent analysis of the investment in the Class [B-3] [B-4] [B-5]
Certificates. The Purchaser will not use or disclose any information it
receives in connection with its purchase of the Class [B-3] [B-4] [B-5]
Certificates other than in connection with a subsequent sale of Class [B-3]
[B-4] [B-5] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan subject
to the fiduciary responsibility provisions 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 any governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state or
local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, 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))
and 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 or iii) the Purchaser
has provided (a) a "Benefit Plan Opinion" satisfactory to NASCOR and the
Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as NASCOR or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the
effect that the proposed transfer will not (a) cause the assets of the
Trust Estate to be regarded as "plan assets" and subject to the fiduciary
responsibility provisions of ERISA or the prohibited transaction provisions
of the Code or Similar Law, (b) give rise to a fiduciary duty under ERISA,
Section 4975 of the Code or Similar Law on the part of NASCOR, the Master
Servicer or the Trustee with respect to any Plan or (c) constitute a
prohibited transaction under ERISA or Section 4975 of the Code or Similar
Law.
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the Purchaser
has reviewed the "Supervisory Policy Statement on Securities Activities"
dated January 28, 1992 of the Federal Financial Institutions Examination
Council and the April 15, 1994 Interim Revision thereto as adopted by the
OCC, FRB, FDIC, OTS and NCUA (with modifications as applicable), as
appropriate, other applicable investment authority, rules, supervisory
policies and guidelines of these agencies and, to the extent appropriate,
state banking authorities and has concluded that its purchase of the Class
[B-3] [B-4] [B-5] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-3] [B-4] [B-5] Certificates.
(a) The Purchaser understands that the Class [B-3] [B-4] [B-5] Certificates
have not been registered under the Securities Act of 1933 (the "Act") or any
state securities laws and that no transfer may be made unless the Class [B-3]
[B-4] [B-5] Certificates are registered under the Act and applicable state law
or unless an exemption from registration is available. The Purchaser further
understands that neither NASCOR, the Master Servicer nor the Trustee is under
any obligation to register the Class [B-3] [B-4] [B-5] Certificates or make an
exemption available. In the event that such a transfer is to be made in reliance
upon an exemption from the Act or applicable state securities laws, (i) the
Trustee shall require, in order to assure compliance with such laws, that the
Certificateholder's prospective transferee certify to NASCOR and the Trustee as
to the factual basis for the registration or qualification exemption relied
upon, and (ii) unless the transferee is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act, the Trustee or NASCOR may, if such transfer
is made within three years from the later of (a) the Closing Date or (b) the
last date on which NASCOR or any affiliate thereof was a holder of the
Certificates proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state securities
laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Master Servicer or NASCOR. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, any Paying Agent acting on behalf of the Trustee and NASCOR against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
(b) No transfer of a Class [B-3] [B-4] [B-5] Certificate shall be made
unless the transferee provides NASCOR and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-3] [B-4] [B-5]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to the
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: -------------------------------
Its: -------------------------------
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-2
CLASS [A-9] [M] [B-1] [B-2] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-2, Class
[A-9] [M] [B-1] [B-2] (the "Class [A-9] [M] [B-1] [B-2] Certificates") in the
principal amount of $-----------. In doing so, the Purchaser hereby acknowledges
and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of February 27, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), and First Union National Bank of North Carolina, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-2.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan subject to
the fiduciary responsibility provisions 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 any governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local
law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, the source of funds
used to purchase the Class [A-9] [M] [B-1] [B-2] 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)) and 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 or (iii) the Purchaser has provided (a) a "Benefit Plan
Opinion" satisfactory to NASCOR and the Trustee of the Trust Estate and (b)
such other opinions of counsel, officers' certificates and agreements as
NASCOR or the Master Servicer may have required. A Benefit Plan Opinion is
an opinion of counsel to the effect that the proposed transfer will not (a)
cause the assets of the Trust Estate to be regarded as "plan assets" and
subject to the fiduciary responsibility provisions of ERISA or the
prohibited transaction provisions of the Code or Similar Law, (b) give rise
to a fiduciary duty under ERISA, Section 4975 of the Code or Similar Law on
the part of NASCOR, the Master Servicer or the Trustee with respect to any
Plan or (c) constitute a prohibited transaction under ERISA or Section 4975
of the Code or Similar Law.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to the
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: -------------------------------
Its: -------------------------------
<PAGE>
EXHIBIT L
Norwest Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
First Bank National Association Servicing Agreement
HomeSide Lending Servicing Agreement
National City Mortgage Company Servicing Agreement
Suntrust Mortgage Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
-----------------------------------------------
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of ---------- , between Norwest Bank Minnesota,
National Association (the "Company" and "Norwest Bank") and ------------(the
"Purchaser").
PRELIMINARY STATEMENT
-------------------- is the holder of the entire interest in Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-2, Class
- ---- (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of February 27, 1997 among Norwest
Asset Securities Corporation, as Seller ("NASCOR"), Norwest Bank Minnesota,
National Association, as Master Servicer, and First Union National Bank of North
Carolina, as Trustee.
-------------------- intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the depository institution or trust
company is one that is acceptable to either Moody's or S&P and, for each of the
preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.02(e)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to provide the Purchaser with a notice
(sent by telecopier) of such proposed and imminent foreclosure, stating the
loan number and the aggregate amount owing under the Mortgage Loan. Such
notice may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause, to the extent
that the Company as Master Servicer is granted such authority in the related
Servicing Agreement, the related Servicer to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause, to the extent
that the Company as Master Servicer is granted such authority in the related
Servicing Agreement, the related Servicer to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to cause, to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In such latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour
period shall be extended for no longer than an additional four Business Days
after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such additional information shall (i) be provided only to the
extent it is not confidential in nature and (ii) is obtainable by the related
Servicer from existing reports, certificates or statements or otherwise be
readily accessible to its servicing personnel. The Purchaser agrees that it has
no right to deal with the mortgagor during such period. However, if such
servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period being referred to herein as the "Excess Period"), within two Business
Days the Purchaser shall remit by wire transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional month's interest,
as calculated by the Company, equal to interest on the Mortgage Loan at the
applicable Mortgage Interest Rate for the Excess Period. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit any of the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Delay Foreclosure or
within two Business Days of the commencement of the Excess Period subject to
Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts necessary to reimburse the related Servicer for all
related Monthly Advances and Liquidation Expenses thereafter made by such
Servicer in accordance with the Pooling and Servicing Agreement and the related
Servicing Agreement. To the extent that the amount of any such Liquidation
Expenses is determined by the Company based on estimated costs, and the actual
costs are subsequently determined to be higher, the Company may withdraw the
additional amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited therein
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement as of the date hereof, applicable law or the related
mortgage note. Except as provided in the preceding sentence, amounts withdrawn
from the Collateral Fund to cover Monthly Advances and Liquidation Expenses
shall not be redeposited therein or otherwise reimbursed to the Purchaser. If
and when any such Mortgage Loan is brought current by the mortgagor, all amounts
remaining in the Collateral Fund in respect of such Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than the
delay in Commencement of Foreclosure as provided herein). If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related Servicer may proceed with the Commencement of Foreclosure. In
any event, if the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (I) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer if immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account or Lower-Tier Certificate Account as applicable; or (ii) the
related Servicer may proceed with the Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser and
to the extent that reimbursement therefor from amounts paid by the mortgagor is
not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement as of the date hereof, applicable law or the related
mortgage note. The terms of this Agreement will no longer apply to the servicing
of any Mortgage Loan upon the failure of the Purchaser to deposit the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Foreclose subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-2. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute to the Purchaser all amounts remaining in the Collateral Fund (after
adjustment for all deposits and permitted withdrawals pursuant to this
Agreement) together with any investment earnings thereon. In the event the
Purchaser has made any Election to Delay Foreclosure or any Election to
Foreclose, prior to any distribution to the Purchaser of all amounts remaining
in the Collateral Fund, funds in the Collateral Fund shall be applied consistent
with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
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Attention: -------------------
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, NASCOR,
and each Servicer and each person who controls the Company, NASCOR, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, NASCOR's, or a Servicer's direction (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities to which
they may be subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of, or are based upon, actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in accordance with the provisions of this Agreement and (i) which actions
conflict with the Company's, NASCOR's, or a Servicer's obligations under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities law liability under federal or state securities laws with
respect to the Certificates. The Purchaser hereby agrees to reimburse the
Indemnified Parties for the reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By: --------------------------
Name: --------------------------
Title:--------------------------
--------------------------------
By: --------------------------
Name: --------------------------
Title:--------------------------
<PAGE>
EXHIBIT N
[FORM OF CLASS A-10 POLICY]
