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 26, 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
------------
On February 26, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-3, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-PO, Class A-R, Class M, Class B-1 and Class B-2 (the "Offered
Certificates"), having an aggregate original principal balance of
$198,507,952.59. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of February 26, 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 1997-3, Class B-3, Class B-4 and
Class B-5, having an aggregate initial principal balance of $1,500,312.88 (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 99.25% 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,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations,
originated in connection with the relocation of employees by various corporate
employers that participated in the relocation program of The Prudential Home
Mortgage Company, Inc. or Norwest Mortgage, Inc. and of employees of various
non-participant employees. 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 a REMIC for federal
income tax purposes (the "REMIC"). The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-PO, 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 REMIC and the Class A-R Certificate will be treated as the
"residual interest" in the REMIC.
<PAGE>
ITEM 7. Financial Statements and Exhibits
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(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 26, 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 26, 1997
/s/ B. David Bialzak
------------------------------------
B. David Bialzak
Vice President
<PAGE>
INDEX TO EXHIBITS
-----------------
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing Agreement, E
dated as of February 26, 1997 among
Norwest Asset Securities Corporation,
Norwest Bank Minnesota, National
Association and First Union National
Bank of North Carolina, as trustee.
Execution Copy
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 26, 1997
$200,008,265.47
Mortgage Pass-Through Certificates
Series 1997-3
<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 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 Agreement, Modification of Standard
Provisions
Section 3.08. Oversight of Servicing
Section 3.09. Termination and Substitution of Servicing Agreement
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
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 7.04. Action upon Certain Failures of the Master Servicer and upon
Event of Default
Section 7.05. Trustee to Act; Appointment of Successor
Section 7.06. Notification to Certificateholders
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee
Section 8.02. Certain Matters Affecting the Trustee
Section 8.03. Trustee Not Required to Make Investigation
Section 8.04. Trustee Not Liable for Certificates or Mortgage Loans
Section 8.05. Trustee May Own Certificates
Section 8.06. The Master Servicer to Pay Fees and Expenses
Section 8.07. Eligibility Requirements
Section 8.08. Resignation and Removal
Section 8.09. Successor
Section 8.10. Merger or Consolidation
Section 8.11. Authenticating Agent
Section 8.12. Separate Trustees and Co-Trustees
Section 8.13. Appointment of Custodians
Section 8.14. Tax Matters; Compliance with REMIC Provisions
Section 8.15. Monthly Advances
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans
Section 9.02. Additional Termination Requirements
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment
Section 10.02. Recordation of Agreement
Section 10.03. Limitation on Rights of Certificateholders
Section 10.04. Governing Law; Jurisdiction
Section 10.05. Notices
Section 10.06. Severability of Provisions
Section 10.07. Special Notices to Rating Agencies
Section 10.08. Covenant of Seller
Section 10.09. Recharacterization
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate
Section 11.02. Cut-Off Date
Section 11.03. Cut-Off Date Aggregate Principal Balance
Section 11.04. Original Class A Percentage
Section 11.05. Original Class A Subclass Principal Balances
Section 11.06. Original Class A Non-PO Principal Balance
Section 11.07. Original Subordinated Percentage
Section 11.08. Original Class M Percentage
Section 11.09. Original Class M Principal Balance
Section 11.10. Original Class M Fractional Interest
Section 11.11. Original Class B-1 Percentage
Section 11.12. Original Class B-2 Percentage
Section 11.13. Original Class B-3 Percentage
Section 11.14. Original Class B-4 Percentage
Section 11.15. Original Class B-5 Percentage
Section 11.16. Original Class B Principal Balance
Section 11.17. Original Class B Subclass Principal Balances
Section 11.18. Original Class B-1 Fractional Interest
Section 11.19. Original Class B-2 Fractional Interest
Section 11.20. Original Class B-3 Fractional Interest
Section 11.21. Original Class B-4 Fractional Interest
Section 11.22. Closing Date
Section 11.23. Right to Purchase
Section 11.24. Wire Transfer Eligibility
Section 11.25. Single Certificate
Section 11.26. Servicing Fee Rate
Section 11.27. Master Servicing Fee Rate
<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-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT C - Form of Face of Class M Certificate
EXHIBIT D - Form of Reverse of Series 1997-3 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 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 [M] [B-1] [B-2] Certificates)
EXHIBIT L - Servicing Agreement
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of February 26, 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.
Accretion Directed Certificates: The Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-5 Certificates.
Accrual Certificates: The Class A-6 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to the
Cross-Over Date, an amount equal to the sum of (i) the Class A Subclass Interest
Percentage of the Accrual Certificates of the Current Class A Interest
Distribution Amount and (ii) the Class A Subclass Shortfall Percentage of the
Accrual Certificates of the amount distributed in respect of the Class A
Subclasses pursuant to Paragraph second of Section 4.01(a) on such Distribution
Date. As to any Distribution Date on or after the Cross-Over Date, zero.
Accrual Loss Percentage: As to any Determination Date, the percentage
calculated by dividing (i) the lesser of the Class A Subclass Principal Balance
of the Accrual Certificates and the Original Class A Subclass Principal Balance
of the Accrual Certificates by (ii) the Class A Loss Denominator (determined
without regard to any Class A Subclass Principal Balance not then outstanding)
determined as of the preceding Determination Date.
Accrual Principal Accretion Amount: As to any Distribution Date prior to
the Cross-Over Date, an amount equal to the sum of the amounts calculated
pursuant to clauses (i) and (ii) of the definition of Accrual Distribution
Amount with respect to such Distribution Date.
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) 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 the 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 Servicer to the Master Servicer
pursuant to the Servicing Agreement.
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 Servicer has notified the
Master Servicer and the Trustee in writing that the 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 the 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
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) 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-4 Certificates, Class A-5
Certificates, Class A-6 Certificates and Class A-7 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, the 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-PO
Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class A Certificates pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the 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 sum of (i) the Class A Subclass Principal Balances of the Class A
Certificates (other than the Accrual Certificates) and (ii) the lesser of the
Class A Subclass Principal Balance of the Accrual Certificates and the Original
Class A Subclass Principal Balance of the Accrual Certificates.
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 sum
of the Class A Subclass Unpaid Interest Shortfalls for each Class A Subclass and
(iii) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution Date on
such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by the 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 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 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).
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the Accrual Distribution Amount, if any, with respect to such
Distribution Date and (ii) the Class A Non-PO Principal Amount with respect to
such Distribution Date.
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 February 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 the 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-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-PO
Certificates and Class A-R 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-PO Certificates and Class A-R Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and any
Class A Subclass (other than the Accrual Certificates), the amount distributable
to such Class A Subclass pursuant to Paragraphs first, second, third and fourth
of Section 4.01(a). As to the Accrual Certificates, (a) as to any Distribution
Date prior to the Cross-Over Date, the amount distributable to the Accrual
Certificates pursuant to Paragraph third clause (A) of Section 4.01(a) and any
amounts distributable pursuant to the provisos in Paragraphs first and second of
Section 4.01 (a) and (b) as to any Distribution Date on or after the Cross-Over
Date, the amount distributable to the Accrual Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a).
Class A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class A Subclass (other than the 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 with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
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 Class A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Class A Subclass Interest Accrual Amount).
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) (including in the case of the Accrual
Certificates prior to the Cross-Over Date, the amount included in the Accrual
Distribution Amount pursuant to clause (i) of the definition thereof).
Class A Subclass Loss Percentage: As to any Determination Date and any
Subclass of Class A Certificates (other than the Accrual Certificates and the
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. The Class A Subclass Loss Percentage for
the Accrual Certificates shall equal the Accrual Loss Percentage.
Class A Subclass Pass-Through Rate: As to each Class A Subclass, other than
the Class A-PO Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO
Certificates are not entitled to interest and have no Class A Subclass
Pass-Through Rate.
Class A Subclass Principal Balance: As of the first Determination Date and
as to any Class A Subclass, 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-PO
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass (increased in the case of the Accrual Certificates by the Accrual
Principal Accretion Amount with respect to prior Distribution Dates) 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), (B) as a result of a Principal Adjustment and (C) from the
Accrual Distribution Amounts for such prior Distribution Dates 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.
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) 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 Shortfall Percentage: As to any Distribution Date and
Class A Subclass, the percentage calculated by dividing the Class A Subclass
Unpaid Interest Shortfall Amount for such Class A Subclass by the Class A
Subclass Unpaid Interest Shortfall Amount, in each case determined as of the day
preceding the applicable 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 (or, in the case of the Accrual Certificates prior to the
Cross-Over Date, the amount included in the Accrual Distribution Amount pursuant
to clause (ii) of the definition thereof) on prior Distribution Dates pursuant
to Paragraph second of Section 4.01(a).
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-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-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-7 Percentage: The Class A Subclass Principal Balance of the Class
A-7 Certificates divided by the Pool Balance (Non-PO Portion).
Class A-7 Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Class A-7 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-7 Priority Amount: For any Distribution Date, the lesser of (i) the
Class A Subclass Principal Balance of the Class A-7 Certificates and (ii) the
sum of (A) the product of (1) the Class A-7 Percentage, (2) the Class A-7 Shift
Percentage and (3) the Scheduled Principal Amount and (B) the product of (1) the
Class A-7 Percentage, (2) the Class A-7 Shift Percentage, and (3) the
Unscheduled Principal Amount.
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) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO 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) 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 the 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 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 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, 7.250% per annum.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance 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).
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).
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 the 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 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) 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).
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).
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).
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 the 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 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)
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).
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).
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).
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 the 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 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)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
through such Determination Date allocated 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).
Class B-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-4 and Exhibit 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).
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).
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 the 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 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)
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).
Class B-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-5 and Exhibit 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).
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).
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 the 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 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)
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).
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).
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).
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 the 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 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, 7.250% 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) 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).
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.22.
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.
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 pursuant to
Paragraph first of Section 4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the 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) 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 the
Servicing Agreement, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under the Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreement), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee or any Person directly or indirectly controlling or controlled by or
under common control of the Trustee. Neither the 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 Servicer on or before the Cut-Off
Date.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 7.250%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the United
States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the highest
short-term or highest long-term rating of each Rating Agency, or such lower
rating as would not result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of each
Rating Agency or the highest short-term rating category of each Rating Agency,
or such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust company
incorporated under the laws of the United States or of any state thereof and
subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or debt obligations of such
depository institution or trust company (or in the case of the principal
depository institution in a holding company system, the commercial paper or debt
obligations of such holding company) are then rated in the highest short-term or
the highest long-term rating category for such securities of each of the Rating
Agencies, or such lower rating categories as would not result in the downgrading
or withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time of the
issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America, in
either case entered into with a depository institution or trust company (acting
as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof
which, at the time of such investment or contractual commitment providing for
such investment, are then rated in the highest short-term or the highest
long-term rating category by each Rating Agency, or in such lower rating
category as would not result in the downgrading or withdrawal of the rating then
assigned to any of the Certificates by either Rating Agency or result in any of
such rated Certificates being placed on credit review status (other than for
possible upgrading) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated Certificates
being placed on credit review status (other than for possible upgrading) by
either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in the Servicing Agreement.
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 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 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 the Servicing Agreement.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Fitch: Fitch Investors Service, L.P., or its successor in interest.
Fixed Retained Yield: The fixed percentage of interest on each Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a) 7.250%, (b) the
Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will be
determined on a loan by loan basis and will equal the Mortgage Interest Rate on
each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per annum
rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 7.250%, (ii) the Servicing Fee Rate and (iii)
the Master Servicing Fee Rate.
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 $4,000,165.31 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 the
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or the Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or the Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
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 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 the 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 the Servicer pursuant to the 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 the Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.27.
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 the Servicing Agreement.
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1 and F-2, 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) Fixed Retained Yield, if applicable; and
(xvi) the Master Servicing Fee.
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 11.26 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.27 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
Net 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 quotient obtained
by dividing the Net Mortgage Interest Rate for such Mortgage Loan by 7.250%.
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 or the Trustee, as the case may be, and
which the 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 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 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, other than PHMC, 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.
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, the Servicer or the Master Servicer, or any
affiliate of the Seller, the 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-4,
Class A-5, Class A-6, Class A-7 and Class A-R 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 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 11.16.
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 11.18.
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
11.19.
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 11.20.
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 11.21.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.14.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.15.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.17.
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 11.10.
Original Class M Percentage: The Class M Percentage as of the Cut-Off Date,
as set forth in Section 11.08.
Original Class M Principal Balance: The Class M Principal Balance as of the
Cut-Off Date, as set forth in Section 11.09.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
Original Subordinated Principal Balance: The sum of the Original Class M
Principal Balance and the Original Class B Principal Balance.
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 Agreement under the "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 the 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, 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 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 the
Servicer on any Distribution Date pursuant to the Servicing Agreement or by 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 the Servicer and to the applicable Net Mortgage
Interest Rate in the case of Periodic Advances made by the 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 the Servicer or of a Periodic Advance by the
Trustee, and (z) have not been determined by the Master Servicer, the 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.
PHMC: The Prudential Home Mortgage Company, Inc.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by the Servicer pursuant to the Servicing
Agreement or Periodic Advances made by 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 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 Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii) the
applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicer 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 or any unpaid Fixed
Retained Yield;
(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
7.250% or greater.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class 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) 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 the
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
Moody's and Fitch. 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 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, F-1+ in the case of Fitch and in the case of any
other Rating Agency shall mean its equivalent of such ratings. References herein
to the highest long-term rating categories of a Rating Agency shall mean AAA and
in the case of any other Rating Agency shall mean its equivalent of such rating
without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in the Servicing Agreement.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Principal 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, but without that amount being
multiplied by the Class A Percentage.
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 Servicer during the related Unscheduled Principal Receipt Period
for each applicable type of Unscheduled Principal Receipt related to the
Distribution Date occurring in the month preceding such Distribution Date, (B)
Deficient Valuations incurred prior to such Due Date and (C) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan at any time through the last day
of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in the Servicing Agreement.
Servicer: Norwest Mortgage, as Servicer under the Servicing Agreement.
Servicing Agreement: The Servicing Agreement executed with respect to the
Mortgage Loans by the Servicer, which agreement is attached hereto, as Exhibit
L.
Servicing Fee: With respect to the Servicer, as defined in the Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.26.
Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class or Subclass that evidences
the smallest permissible Denomination for such Class or Subclass, as set forth
in Section 11.25.
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 the Servicing Agreement and (b) any loss caused
by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee or the Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$3,426,217.48 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-PO and Class A-R 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 (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Account (other than any Fixed
Retained Yield), and 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 Servicing Agreement, property which secured a Mortgage
Loan and which has been acquired by foreclosure or deed in lieu of foreclosure.
Trustee: First Union National Bank of North Carolina, a national banking
association, or any successor trustee appointed as herein provided.
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, but without that amount being
multiplied by the Class A Prepayment Percentage.
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.
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 1997-3 Certificates. The aggregate Voting Interests of
each Subclass of Class A Certificates (other than the Class A-PO Certificates)
on any date will be equal to the product of (a) 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 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 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 (other than
the portion, if any, representing the Fixed Retained Yield) and principal
received by the Seller on or with respect to the Mortgage Loans after the
Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicer under the Servicing Agreement 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 Mortgage
not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in the 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 Servicer for
recordation.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate less any Fixed Retained Yield through the last day of the month in which
such repurchase takes place or (ii) if within two years of the Startup Day, or
such other period permitted by the REMIC Provisions, substitute for any Mortgage
Loan to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trustee and the Substitution Principal Amount, together with (i) interest on
such Substitution Principal Amount at the applicable Net Mortgage Interest Rate
to the following Due Date of such Mortgage Loan which is being substituted for
and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer 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
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;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code; and
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence.
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, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
Section 2.05. Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class A-R Certificate), 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 REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing
Date is hereby designated as the "Startup Day" of the REMIC within the meaning
of Code Section 860G(a)(9). The "latest possible maturity date" of the regular
interests in the REMIC is March 25, 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 the Servicer pursuant to the Servicing Agreement.
Such account shall be maintained as an Eligible Account. The Master Servicer
shall give notice to the 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 the Servicer pursuant
to the Servicing Agreement, 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
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
the 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 Trustee or the Servicer for Periodic
Advances made by the Trustee pursuant to Section 3.03(a) or the Servicer
pursuant to the 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 the Servicer or the Trustee for any Periodic
Advances determined in good faith to have become Nonrecoverable Advances
provided, however, that any portion of Nonrecoverable Advances representing
Fixed Retained Yield shall be reimbursable only from amounts constituting Fixed
Retained Yield and not from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or the Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by the
Master Servicer or the Servicer pursuant hereto or to the 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, the 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 the 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 the Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the Servicing Agreement)
and any unpaid assumption fees, late payment charges or other Mortgagor charges
on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with respect
to a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect to
such Mortgage Loan; provided, however, that with respect to any payment of
interest received by the Master Servicer in respect of a Mortgage Loan (whether
paid by the Mortgagor or received as Liquidation Proceeds, Insurance Proceeds or
otherwise) which is less than the full amount of interest then due with respect
to such Mortgage Loan, only that portion of such payment of interest that bears
the same relationship to the total amount of such payment of interest as the
Fixed Retained Yield Rate, if any, in respect of such Mortgage Loan bears to the
Mortgage Interest Rate shall be allocated to the Fixed Retained Yield with
respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
Section 3.03. Advances by Trustee.
(a) In the event the Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the
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 the Servicer (ii) the amount actually advanced, (iii) the
amount that the Trustee 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 shall be
deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, the Trustee will not 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 the Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Servicing Agreement, the Master Servicer shall, if the Master
Servicer knows of such failure of the Servicer, 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 Trustee shall 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 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 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), the Trustee shall
not be required to pay or advance any amount which the 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 the 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
the 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 the Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or the 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
the 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 the 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 the 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
the 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 the Servicer any financial statements,
officer's certificates, accountant's statements or other information required to
be provided to the Master Servicer pursuant to the 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 the Servicer as described in (iii)(A) above,
the Servicer has performed and fulfilled its duties, responsibilities and
obligations under the 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 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 the Servicer is unable to dispose of any REO Mortgage Loan
within the period mandated by the Servicing Agreement, the Master Servicer shall
monitor the 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 the 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 Agreement, 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 Servicing Agreement, make such modifications and amendments to
the Servicing Agreement as the Master Servicer deems necessary or appropriate to
confirm or carry out more fully the intent and purpose of the 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 the
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 to the 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 the Servicer to enter into an
amendment to the Servicing Agreement for the purposes described in Sections
3.07(c)(i) 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 the Servicer and the performance by the Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under the 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 the Servicer pursuant to this Agreement or the
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, the 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 the Servicer with
certain provisions of the Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct the Servicer or otherwise respond to the
Servicer's request. In no event will the Master Servicer instruct the Servicer
to take any action, give any consent to action by the Servicer or waive
compliance by the Servicer with any provision of the Servicing Agreement if any
resulting action or failure to act would be inconsistent with the requirements
of the Rating Agencies that rated the Certificates or would otherwise have an
adverse effect on the Certificateholders. Any such action or failure to act
shall be deemed to have an adverse effect on the Certificateholders if such
action or failure to act either results in (i) the downgrading of the rating
assigned by any Rating Agency to the Certificates, (ii) the loss by the Trust
Estate of REMIC status for federal income tax purposes or (iii) the imposition
of any Prohibited Transaction Tax or any federal taxes on the REMIC or the Trust
Estate. The Master Servicer shall have full power and authority in its sole
discretion to take any action with respect to the Trust Estate as may be
necessary or advisable to avoid the circumstances specified including clause
(ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with the 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 the Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under the 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, less any Fixed Retained Yield for such Mortgage Loan,
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Master Servicer shall provide to the Trustee
the certification required by Section 3.04 and the Trustee and the Custodian, if
any, shall promptly release to the Seller the Owner Mortgage Loan File relating
to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor the 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 Agreement, object to the foreclosure upon, or other related conversion
of the ownership of, any Mortgaged Property by the Servicer if (i) the Master
Servicer believes such Mortgaged Property may be contaminated with or affected
by hazardous wastes or hazardous substances or (ii) the Servicer does not agree
to administer such Mortgaged Property, once the related Mortgage Loan becomes an
REO Mortgage Loan, in a manner which would not result in a federal tax being
imposed upon the Trust Estate or the REMIC.
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) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct the Servicer to the extent provided in the 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 Agreement.
Upon the occurrence of any event for which the Servicer may be terminated
pursuant to the 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 the Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to the Servicer. If the Master
Servicer recommends that the 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 the Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) the Servicer
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 the
Servicer 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 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 the Servicing
Agreement at the direction of the Master Servicer. If the Trustee terminates the
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 the
Servicer under the terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by the 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 the Servicer under the
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of the Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan. 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 the Servicer would have been entitled if the Servicing Agreement with the
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 Certificates, the
Class M Certificates and the 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) 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), pro rata based upon their respective Class A Subclass Interest
Accrual Amounts, in an aggregate amount up to the sum of the Class A Subclass
Interest Accrual Amounts with respect to such Distribution Date; provided, that
prior to the Cross-Over Date, an amount equal to the amount that would otherwise
be distributable in respect of interest to the Accrual Certificates will instead
be distributed in reduction of the Class A Subclass Principal Balances of the
Accretion Directed Certificates and the Accrual Certificates in accordance with
Section 4.01(b);
second, to the Subclasses of Class A Certificates (other than the Class
A-PO Certificates), pro rata based upon their respective unpaid Class A Subclass
Interest Shortfall Amounts, in an aggregate amount up to the sum of the
previously unpaid Class A Subclass Interest Shortfall Amounts; provided, that
prior to the Cross-Over Date, an amount equal to the amount that would otherwise
be distributable in respect of interest shortfalls to the Accrual Certificates
will instead be distributed in reduction of the Class A Subclass Principal
Balances of the Accretion Directed Certificates and the Accrual Certificates in
accordance with Section 4.01(b);
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;
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-R Certificate.
Notwithstanding the foregoing, after the Principal Balance of any Class or
Subclass (other than the Class A-R 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 the Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-R
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
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-PO Certificates) pro
rata based on the Class A Subclass Principal Balances.
(b) On each Distribution Date occurring prior to the Cross-Over Date,
an amount equal to the Accrual Distribution Amount, if any, for such
Distribution Date will be allocated in reduction of the principal balances of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6
Certificates, concurrently, as follows:
(i) 34.1981000000%, sequentially, to the Class A-1 and Class A-6
Certificates, in that order, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero;
(ii) 65.8019000000%, sequentially, to the Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-6 Certificates, in that order, until the Class
A Subclass Principal Balance of each such Subclass has been reduced to zero.
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal 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-7 Certificates, up to the Class A-7 Priority Amount;
second, to the A-R Certificate until the Class A Subclass Principal Balance
thereof has been reduced to zero;
third, concurrently, as follows:
(i) 34.1980893034%, sequentially, to the Class A-1 and Class A-6
Certificates, in that order, until the Class A Subclass Principal Balance of
each such Subclass has been reduced to zero;
(ii) 65.8019106966%, sequentially, to the Class A-2. Class A-3,
Class A-4, Class A-5 and Class A-6 Certificates, in that order, until the Class
A Subclass Principal Balance of each such Subclass has been reduced to zero; and
fourth, to the Class A-7 Certificates, without regard to the Class A-7
Priority Amount, until the Class A Subclass Principal Balance thereof has been
reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date occurring
on or subsequent to the Cross Over Date, the Class A Non-PO Principal
Distribution Amount will be distributed among the remaining Subclasses of Class
A Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Class A Subclass Principal Balances without regard to
either the proportions or priorities set forth in Section 4.01(b).
(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 Class M Principal Balance and/or the Class B Subclass
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) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class 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 11.24, 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, the aggregate of the Percentage Interests represented by
Certificates of the applicable Class or Subclass of Certificates held by such
Holder) 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-R Certificate), 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, 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).
(f) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Non-U.S. Persons. Amounts withheld pursuant to this Section 4.01(f) shall be
treated as having been distributed to the related Certificateholder for all
purposes of this Agreement. For the purposes of this paragraph, a "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 the Class A
Certificates, Class M Certificates and Class B Certificates, pro rata based on
the Class A Interest 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 shall be allocated among the outstanding Subclasses of
Class A Certificates (other than the Class A-PO Certificates) based on their
Class A Subclass Interest Percentages. 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) based on their Class A Subclass Interest
Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trustee as initial Paying
Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders or
otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders; Report to the Trustee and
the Seller.
Concurrently with each distribution pursuant to Section 4.01(e), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class 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 the Servicer or the
Trustee pursuant to the Servicing Agreement 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 the Servicer 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 the 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 the 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 the 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 the 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
the 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 the 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) the Class A-PO Deferred Amount, if any; and
(xxviii) 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-R Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder, 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. 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 the 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 the 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 the
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicer shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
the 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).
<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-R
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class or Subclass (other than the Class
A-R Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class or
Subclass to equal the aggregate Original Class A Subclass Principal Balance,
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-PO, A-R, 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 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 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 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 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 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. The Class M and Class B Certificates shall bear a legend referring to
the foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class
A-R Certificate may be transferred directly or indirectly to a "disqualified
organization" within the meaning of Code Section 860E(e)(5) or an agent of a
disqualified organization (including a broker, nominee, or middleman), to a Plan
or a Person investing the assets of a Plan (such plan or Person, an "ERISA
Prohibited Holder") or to an individual, corporation, partnership or other
person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class A-R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class A-R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class A-R Certificate will not be disregarded for federal income tax purposes
(any such person who is not covered by clauses (i), (ii) or (iii) above being
referred to herein as a "Non-permitted Foreign Holder"), and any such purported
transfer shall be void and have no effect. The Trustee shall not execute, and
shall not authenticate (or cause the Authenticating Agent to authenticate) and
deliver, a new Class A-R Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trustee shall accept a surrender for
transfer or registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R Certificate has been transferred, directly or
indirectly, to a disqualified organization or agent thereof (including a broker,
nominee, or middleman) in contravention of the foregoing restrictions, (i) such
transferee shall be deemed to hold the Class A-R Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of the Class A-R
Certificate as completely as if such transfer had never occurred, provided that
the Master Servicer may, but is not required to, recover any distributions made
to such transferee with respect to the Class A-R Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R Certificate or such agent (within 60 days of the
request therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R Certificate (or portion thereof) for periods after
such transfer. At the election of the Master Servicer, the cost to the Master
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; however, the Master Servicer shall
in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class 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. 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 the Servicer pursuant to the Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
Section 6.07. Indemnification of Trustee and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the
Seller and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.03 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
and 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) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register. The Trustee shall also, within 45 days
after the occurrence of any Event of Default known to the Trustee, give written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register, unless such Event of Default shall have been cured or
waived within said 45 day period.
<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 Servicer 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 or 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, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.07 and shall fail to resign after written request
for its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to not
qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of the
Trustee.
Section 8.11. Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed (whether as Trustee hereunder or as successor to the
Master Servicer hereunder) the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Estate or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate trustee
or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the consent
of the Master Servicer and the Seller, appoint one or more Custodians to hold
all or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either the REMIC or the Trust Estate.
The Master Servicer, or, in the case of any action required by law to be
performed directly by the Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns using a
calendar year as the taxable year for the REMIC and the accrual method of
accounting; (ii) in the first such federal tax return, make, or cause to be
made, elections satisfying the requirements of the REMIC Provisions, on behalf
of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trustee and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicer) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-PO 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; (viii) exercise reasonable care not
to allow the occurrence of any "prohibited transactions" within the meaning of
Code Section 860F(a), unless the Master Servicer shall have provided an Opinion
of Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Trust Estate or the REMIC to tax or (c)
cause the Trust Estate to fail to qualify as a REMIC; (ix) exercise reasonable
care not to allow the REMIC to receive income from the performance of services
or from assets not permitted under the REMIC Provisions to be held by a REMIC;
(x) pay (on behalf of the REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the REMIC when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the REMIC within the meaning of Treasury Regulations Section
1.860F-4(d), and the Master Servicer is hereby designated as agent of the Class
A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class A-R Certificate shall be tax matters person
in accordance with the REMIC Provisions). The Master Servicer shall be entitled
to be reimbursed pursuant to Section 3.02 for any taxes paid by it pursuant to
clause (x) of the preceding sentence, except to the extent that such taxes are
imposed as a result of the bad faith, willful misfeasance or gross negligence of
the Master Servicer in the performance of its obligations hereunder. The Trustee
shall sign the tax returns referred to in clause (i) of the second preceding
sentence.
In order to enable the Master Servicer or the Trustee, as the case may be,
to perform its duties as set forth above, the Seller shall provide, or cause to
be provided, to the Master Servicer within ten days after the Closing Date all
information or data that the Master Servicer determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of each Class 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 the Servicer fails to make a Periodic Advance required to
be made pursuant to the 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 the Servicer, 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 less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which the 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 11.23. 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 Certificate, the amounts, if any, which remain on deposit in the
Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicer and the Trustee of any Periodic Advances, is insufficient to pay in
full the amounts set forth in clauses (i), (ii) and (iii) of this paragraph,
then any shortfall in the amount available for distribution to
Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject the REMIC to federal tax or cause the Trust Estate to fail to qualify as
a REMIC at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier, the date
on which the first such notice is mailed to Certificateholders). The Master
Servicer shall also specify such date in a statement attached to the final tax
return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee shall
sell all of the assets of the Trust Estate to the Seller for cash at the
purchase price specified in Section 9.01 and shall distribute such cash within
90 days of such adoption in the manner specified in Section 9.01.
<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, without the consent
of any of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct or supplement any provisions herein or therein which may be inconsistent
with any other provisions herein or therein, (iii) to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as a REMIC at all times that any Certificates
are outstanding or to avoid or minimize the risk of the imposition of any
federal tax on the Trust Estate or the REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee has received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Certificate Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Certificates as evidenced by a letter from each
Rating Agency to such effect, (v) to modify, eliminate or add to the provisions
of Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Trust Estate or the REMIC or any of the Certificateholders
will be subject to a tax caused by a transfer to a non-permitted transferee and
(vi) to make any other provisions with respect to matters or questions arising
under this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the
aggregate Voting Interests of each Class 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 the REMIC to tax or cause the Trust Estate to fail to qualify as a REMIC
at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the Servicing Agreement,
(ii) that the Servicing Agreement provides for the remittance of each type of
Unscheduled Principal Receipts received by the 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 the 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 and
(iii) in the case of the Trustee, to the Corporate Trust Office, or such other
address as may hereafter be furnished to the Seller and the Master Servicer in
writing by the Trustee, in each case Attention: Corporate Trust Department Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of the Servicer unless notified
thereof in writing by the Trustee, the Servicer or a Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trustee shall give prompt notice to each Rating Agency of the
occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer
pursuant to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency
of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to
Section 8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 7.250% 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 $200,008,265.47.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 96.45031503%
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 $ 50,000,000.00
Class A-2 $ 30,815,000.00
Class A-3 $ 21,350,000.00
Class A-4 $ 39,518,000.00
Class A-5 $ 4,524,000.00
Class A-6 $ 4,000,000.00
Class A-7 $ 40,002,000.00
Class A-PO $ 2,798,852.59
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $190,209,100.00.
Section 11.07. Original Subordinated Percentage.
The Original Subordinated Percentage is 3.54968497%.
Section 11.08. Original Class M Percentage.
The Original Class M Percentage is 1.01415037%.
Section 11.09. Original Class M Principal Balance.
The Original Class M Principal Balance is $2,000,000.00.
Section 11.10. Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.53553459%.
Section 11.11. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.26768797%.
Section 11.12. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.50707519%.
Section 11.13. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.50707519%.
Section 11.14. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.10141504%.
Section 11.15. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.15228121%.
Section 11.16. Original Class B Principal Balance.
The Original Class B Principal Balance is $5,000,312.88.
Section 11.17. 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 $ 2,500,000.00
Class B-2 $ 1,000,000.00
Class B-3 $ 1,000,000.00
Class B-4 $ 200,000.00
Class B-5 $ 300,312.88
Section 11.18. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.26784662%.
Section 11.19. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.76077143%.
Section 11.20. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.25369624%.
Section 11.21. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.15228120%.
Section 11.22. Closing Date.
The Closing Date is February 26, 1997.
Section 11.23. 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 $20,000,826.55 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.24. Wire Transfer Eligibility.
With respect to the Class A Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is $5,000,000. The Class A-5, Class
A-6, Class A-PO, Class A-R, Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates are not eligible for wire transfer; provided, however, that for
so long as the Holder of a Class A-5 or Class A-6 Certificate is the Clearing
Agency or its nominee, the Class A-5 and Class A-6 Certificates shall be
entitled to payment by wire transfer.
Section 11.25. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other than
the Class A-R Certificate), and the Class M Certificates represents a $100,000
Denomination. A Single Certificate for the Class A-R Certificate represents a
$100 Denomination. The Class B-3 Certificates will be issued in minimum
denominations of $250,000 and integral multiples of $1,000 in excess thereof.
The Class B-4 and Class B-5 Certificates will each be issued as a single
Certificate with a denomination equal to its initial principal balance.
Section 11.26. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum.
Section 11.27. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.015% per annum.
<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 26th 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 26th day of February, 1997, before me, a notary public in and for
the State of New York, personally appeared Richard Poska, known to me who, being
by me duly sworn, did depose and say that he resides at Frederick, Maryland;
that he is a Vice President of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this ___th 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 ___th day of December, 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 1997-3 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
- ------------------------------------ ------------------ ------------------
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
<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 1997-3 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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 7.25% 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 26, 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 1997-3 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,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 7.25% 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 26, 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 1997-3 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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 26, 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]
[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 1997-3 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.
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-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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. 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-4 Certificates applicable to each Distribution Date will be 7.25% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 26, 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 1997-3 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, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 7.25% 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. 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 26, 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 1997-3 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.
UNTIL THE CROSS-OVER DATE, THE INTEREST THAT ACCRUES ON THE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH UNPAID INTEREST
WILL BE ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND BECAUSE
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE MANNER
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: February 1, 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,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 1997 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), 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 7.25% per
annum. Prior to the Cross-Over Date, interest otherwise available for
distribution on this Certificate will be added to the Class A Subclass Principal
Balance of this Certificate on each Distribution Date. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class 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. 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 26, 1997, at an issue price of
95.31597%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
350% SPA (as defined in the Prospectus Supplement dated February 20, 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 78.82406553%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.88%; and
(iii) the amount of OID allocable to the short first accrual period (February
26, 1997 to March 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.60519148%.
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 26, 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 1997-3 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,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 7.25% 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 26, 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 1997-3, 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, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of February 26, 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 26, 1997, at an issue price of
67.00000% 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 350% SPA (as
defined in the Prospectus Supplement dated February 20, 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 33.00000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.93%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1997 to
March 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.48182021%.
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 26, 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 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 INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-3, 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: $100.00
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,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 7.25% 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 26, 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 AND 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 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 1997-3, 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, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of February 26, 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 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
7.25% 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. 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 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 26, 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, CLASS M AND
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 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 1997-3, 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, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of February 26, 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, 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
7.25% 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 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 26, 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, CLASS M,
CLASS B-1 AND 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 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 1997-3, 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, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of February 26, 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, 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
7.25% 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 Holder must also 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 26, 1997, and based on its issue
price of 85.80035%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus one day 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 350% SPA (as
defined in the Prospectus Supplement dated February 20, 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 14.21979167%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 9.57%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1997 to
March 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.07758212%.
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 26, 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, CLASS M,
CLASS B-1, CLASS B-2 AND 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 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 1997-3, 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: 100%
<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, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of February 26, 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, 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
7.25% 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 Holder must also 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 26, 1997, and based on its issue
price of 72.95660%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus one day 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 350% SPA (as
defined in the Prospectus Supplement dated February 20, 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 27.06354167%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 12.20%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1997 to
March 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.13274607%.
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 26, 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, CLASS M,
CLASS B-1, CLASS B-2, CLASS B-3 AND 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 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 1997-3, 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, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of February 26, 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, 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
7.25 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 Holder must also 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 26, 1997, and based on its issue
price of 37.50347%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus one day 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 350% SPA (as
defined in the Prospectus Supplement dated February 20, 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 62.51666667%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 25.44%; and (iii) the
amount of OID allocable to the short first accrual period (February 26, 1997 to
March 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.18423722%.
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 26, 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
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 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 1997-3, 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,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of February 26, 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 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 7.25 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. 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 26, 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 1997-3 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-3
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 the Servicer or the Trustee, such advances are reimbursable to
the 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 the Servicer or the Trustee, as
applicable, of advances made by the 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 Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer and the Trustee have entered into
a Pooling and Servicing Agreement dated as of February 26, 1997 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1997-3 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the 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 an 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 / 1997-3 Exhibit F-1
20 & 30 YEAR FIXED RATE 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> <C>
6991546 NEWPORT BEACH CA 92660 SFD 8.500 7.250 $4,997.94 360 1-Aug-26 $647,595.13
6992093 LEXINGTON MA 02173 SFD 8.000 7.250 $2,113.25 360 1-May-26 $286,213.63
6992298 EAGAN MN 55123 SFD 7.875 7.250 $2,560.37 360 1-Sep-26 $349,261.16
6992971 CHARLOTTE NC 28277 SFD 8.250 7.250 $2,163.65 360 1-Oct-26 $287,257.80
6992972 MOUNTAIN BROOK AL 35801 SFD 8.125 7.250 $3,526.86 360 1-Oct-26 $473,744.46
6992989 DELAWARE OH 43105 SFD 8.250 7.250 $1,652.79 360 1-Oct-26 $219,433.03
6993019 ALPHARETTA GA 30202 SFD 7.500 7.235 $1,971.78 360 1-Oct-26 $281,155.00
6993067 NEWTOWN SPRINGS PA 19073 SFD 7.875 7.250 $3,443.79 360 1-Oct-26 $473,639.62
6993068 HOUSTON TX 77094 PUD 8.125 7.250 $2,012.17 360 1-Oct-26 $270,283.68
6993069 PLYMOUTH MN 55447 SFD 7.875 7.250 $1,848.93 360 1-Oct-26 $254,291.10
6993118 NEWCASTLE CA 95658 SFD 7.625 7.250 $1,877.31 360 1-Oct-26 $263,522.78
6993119 GOLDEN VALLEY MN 55416 SFD 8.125 7.250 $1,657.25 360 1-Nov-26 $222,759.03
6993168 ARVADA CO 80007 SFD 8.000 7.250 $2,110.09 360 1-Oct-26 $286,790.42
6993169 PENSACOLA BEACH FL 32561 SFD 8.125 7.250 $2,061.17 360 1-Oct-26 $276,866.24
6993170 EAGAN MN 55122 SFD 7.500 7.235 $1,762.02 360 1-Oct-26 $251,056.27
6993178 SANDY UT 84093 SFD 8.250 7.250 $2,405.94 360 1-Oct-26 $319,424.65
6993201 KATY TX 77450 SFD 8.250 7.250 $1,577.66 360 1-Oct-26 $209,388.93
6993258 COLLEGEVILLE PA 19426 SFD 8.250 7.250 $1,682.84 360 1-Oct-26 $223,422.72
6993332 FORTLAUDERDALE FL 33331 SFD 8.250 7.250 $1,774.84 360 1-Nov-26 $235,791.96
6993333 PLANO TX 75025 PUD 7.875 7.250 $1,667.66 360 1-Nov-26 $229,522.03
6993334 CANTON MI 48187 SFD 7.875 7.250 $1,990.32 360 1-Nov-26 $273,929.54
6993374 REDWOOD CITY CA 94043 SFD 7.875 7.250 $1,631.41 360 1-Oct-26 $224,374.48
6993376 SIMI VALLEY CA 93065 SFD 7.750 7.250 $1,582.38 360 1-Oct-26 $220,245.34
6993417 PLYMOUTH MN 55446 SFD 7.750 7.250 $1,611.93 360 1-Nov-26 $224,520.50
6993454 WATCHUNG NJ 07060 SFD 8.000 7.250 $1,959.15 360 1-Nov-26 $266,458.96
6993507 HILLSBORO OR 97123 SFD 7.750 7.250 $1,748.05 360 1-Oct-26 $243,304.42
6993508 CLIVE IA 50325 PUD 8.375 7.250 $1,900.18 360 1-Oct-26 $249,371.92
6993509 BLOOMING GROVE NY 10914 SFD 8.125 7.250 $2,214.87 360 1-Nov-26 $297,665.74
6993511 LITTLETON CO 80127 PUD 7.875 7.250 $2,065.00 360 1-Nov-26 $284,103.53
6993512 CHARLOTTE NC 28277 SFD 8.125 7.250 $1,945.34 360 1-Nov-26 $261,482.37
6993574 NORTHRIDGE CA 91326 PUD 8.000 7.250 $1,747.86 360 1-Nov-26 $236,307.26
6993575 EAGAN MN 55122 SFD 7.375 7.110 $1,494.97 360 1-Nov-26 $215,952.84
6993766 GROTON MA 01450 SFD 8.125 7.250 $1,755.75 360 1-Oct-26 $235,839.95
6993771 CAMERON PARK CA 95682 SFD 8.375 7.250 $2,223.21 360 1-Nov-26 $291,950.78
6993821 CHESTER SPRINGS PA 19425 SFD 7.875 7.250 $2,610.25 360 1-Nov-26 $359,251.86
6993824 NAPERVILLE IL 60565 SFD 7.875 7.250 $1,548.02 360 1-Dec-26 $208,285.13
6993871 SUPERIOR CO 80027 SFD 7.625 7.250 $1,698.70 360 1-Nov-26 $239,475.59
6993872 LONDON OH 43140 SFD 7.750 7.250 $1,719.39 360 1-Nov-26 $239,488.54
6993933 SANTA CRUZ CA 95060 PUD 8.250 7.250 $3,380.70 360 1-Oct-26 $448,840.31
6994000 BEAVERTON OR 97007 SFD 8.250 7.250 $1,989.35 360 1-Oct-26 $264,016.76
6994004 BETTENDORF IA 52722 SFD 7.750 7.250 $1,854.07 360 1-Dec-26 $258,433.52
6994046 CONCORD NC 28027 SFD 7.875 7.250 $1,558.90 360 1-Dec-26 $214,703.11
6994086 SUMMERFIELD NC 27358 SFD 7.500 7.235 $1,678.11 360 1-Nov-26 $239,462.33
6994204 LITTLETON CO 80126 SFD 7.500 7.235 $1,887.88 360 1-Nov-26 $269,395.10
6994237 OMAHA NE 68154 SFD 7.625 7.250 $1,557.15 360 1-Dec-26 $219,680.52
6994332 SLIDELL LA 70461 SFD 7.500 7.235 $1,678.11 360 1-Dec-26 $239,642.67
6994334 EVANSTON IL 60201 SFD 7.875 7.250 $2,553.15 360 1-Dec-26 $351,638.75
6994335 MONTCLAIR NJ 07043 SFD 7.375 7.110 $1,685.25 360 1-Jan-27 $243,814.33
6994386 TUSTIN CA 92680 SFD 7.625 7.250 $1,627.93 360 1-Dec-26 $229,611.15
6994442 AURORA IL 60504 SFD 8.125 7.250 $1,657.62 360 1-Dec-26 $222,956.95
6994493 LANDENBERG PA 19350 SFD 7.500 7.235 $1,678.11 360 1-Dec-26 $239,642.67
6994494 MINNEAPOLIS MN 55419 SFD 7.375 7.110 $1,613.42 360 1-Jan-27 $233,422.25
6994550 MANASQUAN NJ 08736 SFD 7.875 7.250 $1,667.66 360 1-Jan-27 $229,841.72
6994576 EDEN PRAIRIE MN 55344 SFD 8.250 7.250 $1,956.75 360 1-Jan-27 $260,293.91
6994578 ST PAUL MN 55105 SFD 7.625 7.250 $1,698.70 360 1-Jan-27 $239,826.30
6994654 LITTLE ROCK AR 72212 SFD 7.750 7.250 $2,149.24 360 1-Jan-27 $299,788.26
6994812 SIMSBURY CT 06070 SFD 7.250 6.985 $3,240.34 360 1-Jan-27 $474,629.45
6994892 WILDWOOD MO 63005 PUD 7.750 7.250 $2,256.70 360 1-Jan-27 $314,777.67
6994952 PARKER CO 80134 SFD 7.625 7.250 $2,057.39 360 1-Dec-26 $290,254.90
$16,418,101.02
COUNT: 59
WAC: 7.9049
WAM: 356.8010
WALTV: 77.5131
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6991546 NEWPORT BEACH CA 92660 SFD 76.92 0.250 0.015 0.985
6992093 LEXINGTON MA 02173 SFD 61.54 0.250 0.015 0.485
6992298 EAGAN MN 55123 SFD 80.00 0.250 0.015 0.360
6992971 CHARLOTTE NC 28277 SFD 79.04 0.250 0.015 0.735
6992972 MOUNTAIN BROOK AL 35801 SFD 48.72 0.250 0.015 0.610
6992989 DELAWARE OH 43105 SFD 80.00 0.250 0.015 0.735
6993019 ALPHARETTA GA 30202 SFD 80.00 0.250 0.015 0.000
6993067 NEWTOWN SPRINGS PA 19073 SFD 80.00 0.250 0.015 0.360
6993068 HOUSTON TX 77094 PUD 79.94 0.250 0.015 0.610
6993069 PLYMOUTH MN 55447 SFD 63.39 0.250 0.015 0.360
6993118 NEWCASTLE CA 95658 SFD 80.00 0.250 0.015 0.110
6993119 GOLDEN VALLEY MN 55416 SFD 79.71 0.250 0.015 0.610
6993168 ARVADA CO 80007 SFD 95.00 01 0.250 0.015 0.485
6993169 PENSACOLA BEACH FL 32561 SFD 80.00 0.250 0.015 0.610
6993170 EAGAN MN 55122 SFD 80.00 0.250 0.015 0.000
6993178 SANDY UT 84093 SFD 90.00 33 0.250 0.015 0.735
6993201 KATY TX 77450 SFD 94.74 01 0.250 0.015 0.735
6993258 COLLEGEVILLE PA 19426 SFD 80.00 0.250 0.015 0.735
6993332 FORTLAUDERDALE FL 33331 SFD 83.00 01 0.250 0.015 0.735
6993333 PLANO TX 75025 PUD 75.41 0.250 0.015 0.360
6993334 CANTON MI 48187 SFD 90.00 01 0.250 0.015 0.360
6993374 REDWOOD CITY CA 94043 SFD 52.94 0.250 0.015 0.360
6993376 SIMI VALLEY CA 93065 SFD 75.00 0.250 0.015 0.235
6993417 PLYMOUTH MN 55446 SFD 88.08 33 0.250 0.015 0.235
6993454 WATCHUNG NJ 07060 SFD 84.76 01 0.250 0.015 0.485
6993507 HILLSBORO OR 97123 SFD 80.00 0.250 0.015 0.235
6993508 CLIVE IA 50325 PUD 60.99 0.250 0.015 0.860
6993509 BLOOMING GROVE NY 10914 SFD 74.89 0.250 0.015 0.610
6993511 LITTLETON CO 80127 PUD 80.00 0.250 0.015 0.360
6993512 CHARLOTTE NC 28277 SFD 86.75 33 0.250 0.015 0.610
6993574 NORTHRIDGE CA 91326 PUD 75.00 0.250 0.015 0.485
6993575 EAGAN MN 55122 SFD 90.00 33 0.250 0.015 0.000
6993766 GROTON MA 01450 SFD 95.00 33 0.250 0.015 0.610
6993771 CAMERON PARK CA 95682 SFD 87.97 33 0.250 0.015 0.860
6993821 CHESTER SPRINGS PA 19425 SFD 72.90 0.250 0.015 0.360
6993824 NAPERVILLE IL 60565 SFD 70.00 0.250 0.015 0.360
6993871 SUPERIOR CO 80027 SFD 70.59 0.250 0.015 0.110
6993872 LONDON OH 43140 SFD 80.00 0.250 0.015 0.235
6993933 SANTA CRUZ CA 95060 PUD 46.39 0.250 0.015 0.735
6994000 BEAVERTON OR 97007 SFD 80.00 0.250 0.015 0.735
6994004 BETTENDORF IA 52722 SFD 80.00 0.250 0.015 0.235
6994046 CONCORD NC 28027 SFD 86.00 01 0.250 0.015 0.360
6994086 SUMMERFIELD NC 27358 SFD 79.44 0.250 0.015 0.000
6994204 LITTLETON CO 80126 SFD 72.48 0.250 0.015 0.000
6994237 OMAHA NE 68154 SFD 80.00 0.250 0.015 0.110
6994332 SLIDELL LA 70461 SFD 75.47 0.250 0.015 0.000
6994334 EVANSTON IL 60201 SFD 90.00 01 0.250 0.015 0.360
6994335 MONTCLAIR NJ 07043 SFD 80.00 0.250 0.015 0.000
6994386 TUSTIN CA 92680 SFD 66.86 0.250 0.015 0.110
6994442 AURORA IL 60504 SFD 95.00 01 0.250 0.015 0.610
6994493 LANDENBERG PA 19350 SFD 74.53 0.250 0.015 0.000
6994494 MINNEAPOLIS MN 55419 SFD 80.00 0.250 0.015 0.000
6994550 MANASQUAN NJ 08736 SFD 63.46 0.250 0.015 0.360
6994576 EDEN PRAIRIE MN 55344 SFD 90.00 01 0.250 0.015 0.735
6994578 ST PAUL MN 55105 SFD 55.81 0.250 0.015 0.110
6994654 LITTLE ROCK AR 72212 SFD 94.94 33 0.250 0.015 0.235
6994812 SIMSBURY CT 06070 SFD 77.39 0.250 0.015 0.000
6994892 WILDWOOD MO 63005 PUD 79.75 0.250 0.015 0.235
6994952 PARKER CO 80134 SFD 79.49 0.250 0.015 0.110
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick, Maryland]
NASCOR
NMI / 1997-3 Exhibit F-2
20 & 30 YEAR FIXED RATE
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> <C>
3558757 MAPLEWOOD MN 55109 SFD 7.500 7.235 $1,538.28 360 1-Nov-26 $219,507.09
3576306 WAIPAHU HI 96797 LCO 7.750 7.250 $1,791.04 360 1-Nov-25 $246,983.83
4471582 SARATOGA CA 95070 SFD 7.625 7.250 $5,662.35 360 1-Nov-26 $798,251.88
4488924 CRYSTAL LAKE IL 60012 SFD 7.750 7.250 $1,804.65 360 1-Dec-26 $251,543.26
4501045 PONTE VEDRA BEACH FL 32082 SFD 7.750 7.250 $1,613.01 360 1-Jan-27 $224,991.08
4501813 SCOTTSDALE AZ 85255 SFD 7.375 7.110 $1,992.26 360 1-Jun-26 $286,655.82
4502857 LEAWOOD KS 66209 SFD 7.500 7.235 $1,699.10 360 1-Nov-26 $242,455.56
4504491 CHANDLER AZ 85248 SFD 8.125 7.250 $2,750.96 360 1-Oct-26 $369,520.64
4505226 MENDHAM NJ 07926 SFD 7.500 7.235 $3,915.61 360 1-Nov-26 $558,745.36
4508767 CONCORD NC 28025 SFD 7.250 6.985 $1,619.83 360 1-Jan-27 $237,264.76
4509992 WILDWOOD MO 63038 SFD 7.625 7.250 $2,325.11 360 1-Nov-26 $327,782.15
4512554 WEST CHESTER PA 19380 SFD 8.250 7.250 $1,951.80 360 1-Dec-26 $259,467.31
4513399 LANDER WY 82520 SFD 7.625 7.250 $1,840.27 360 1-Dec-26 $259,622.43
4513881 FARMINGTON NM 87401 SFD 7.500 7.235 $1,533.03 360 1-Jan-27 $219,087.28
4514952 COLUMBIA MD 21044 SFD 7.500 7.235 $2,712.96 360 1-Jan-27 $387,712.04
4515708 SCOTTSDALE AZ 85259 SFD 8.000 7.250 $2,316.13 360 1-Nov-26 $315,010.36
4516037 ATLANTA GA 30328 SFD 7.000 6.735 $1,995.91 360 1-Jan-27 $299,754.09
4516242 IRVINE CA 92619 SFD 8.000 7.250 $1,934.58 360 1-Dec-26 $263,295.00
4517214 YARDLEY PA 19067 SFD 7.875 7.250 $1,773.16 360 1-Nov-26 $244,041.77
4518464 CHARLOTTE NC 28277 SFD 7.375 7.110 $2,816.23 360 1-Jan-27 $407,439.73
4518905 HOLLIS NH 03049 SFD 7.625 7.250 $1,592.54 360 1-Oct-26 $224,342.35
4521788 BASKING RIDGE NJ 07920 SFD 7.500 7.235 $1,957.81 360 1-Dec-26 $279,583.08
4521793 LANSDALE PA 19446 SFD 7.875 7.250 $1,884.10 360 1-Nov-26 $259,309.97
4522775 ANAHEIM CA 92808 SFD 8.000 7.250 $1,721.42 360 1-Dec-26 $234,284.11
4523255 ASHBURN VA 22011 SFD 7.375 7.110 $1,547.12 360 1-Dec-26 $223,658.05
4523753 RANDOLPH NJ 07869 SFD 7.375 7.110 $2,393.54 360 1-Feb-27 $346,550.00
4523972 SARATOGA CA 95070 SFD 7.750 7.250 $5,731.30 360 1-Feb-27 $800,000.00
4524341 PITTSFORD NY 14534 SFD 7.375 7.110 $3,235.13 360 1-Dec-26 $467,684.97
4524503 MONUMENT CO 80132 SFD 8.250 7.250 $1,622.74 360 1-Nov-26 $215,583.93
4525065 HOPEWELL JUNCTION NY 12533 SFD 8.000 7.250 $1,937.14 360 1-Nov-26 $263,465.03
4525136 BASKING RIDGE NJ 07920 SFD 7.250 6.985 $2,728.71 360 1-Jan-27 $399,687.96
4525235 JACKSONVILLE FL 32224 SFD 7.375 7.110 $1,790.23 360 1-Jan-27 $259,002.77
4525514 MANALAPAN NJ 07726 SFD 8.250 7.250 $2,459.65 360 1-Aug-26 $325,718.71
4526222 DANVILLE CA 94506 SFD 7.750 7.250 $2,470.91 360 1-Feb-27 $344,900.00
4526513 AMBLER PA 19002 SFD 6.875 6.610 $1,773.71 360 1-Jan-27 $269,773.17
4527324 SCOTTSDALE AZ 85254 SFD 7.625 7.250 $1,910.69 360 1-Aug-26 $266,798.52
4527332 STORMVILLE NY 12582 SFD 7.750 7.250 $2,256.70 360 1-Jan-27 $314,777.67
4527537 HOOVER AL 35242 SFD 6.875 6.610 $1,970.79 360 1-Jan-27 $299,747.96
4527859 VIENNA VA 22181 SFD 7.375 7.110 $2,661.52 360 1-Nov-26 $384,464.91
4527913 GURNEE IL 60031 SFD 7.500 7.235 $1,920.40 360 1-Feb-27 $274,650.00
4528895 FREEHOLD NJ 07728 SFD 7.500 7.235 $2,026.33 360 1-Dec-26 $289,368.50
4528900 NEWARK DE 19711 SFD 7.125 6.860 $2,440.89 360 1-Jan-27 $362,010.27
4528977 MILLSTONE NJ 08510 SFD 7.500 7.235 $1,583.38 360 1-Feb-27 $226,450.00
4529295 HEATH TX 75087 SFD 7.500 7.235 $1,517.30 360 1-Dec-26 $216,475.64
4529323 FOGELSVILLE PA 18051 SFD 7.625 7.250 $2,158.78 360 1-Dec-26 $304,557.08
4529806 PLEASANTON CA 94566 SFD 7.500 7.235 $3,087.04 360 1-Nov-26 $440,510.86
4529886 IPSWICH MA 01938 PUD 7.250 6.985 $2,558.17 360 1-Jan-27 $374,707.46
4529939 DRAPER UT 84020 SFD 7.375 7.110 $1,802.67 360 1-Jan-27 $260,801.39
4530790 VICTOR NY 14534 SFD 7.125 6.860 $2,863.31 360 1-Feb-27 $425,000.00
4530799 MONROE CT 06468 SFD 8.125 7.250 $1,798.33 360 1-Nov-26 $241,700.76
4530945 VIENNA VA 22182 SFD 7.250 6.985 $3,161.55 360 1-Feb-27 $463,450.00
4531044 SUDBURY MA 01776 SFD 7.750 7.250 $2,779.33 360 1-Nov-26 $387,123.22
4531129 OLD GREENWICH CT 06870 SFD 7.500 7.235 $2,989.85 360 1-Nov-26 $426,442.05
4531280 HARLEYSVILLE PA 19438 SFD 8.000 7.250 $1,907.79 360 1-Dec-26 $259,649.92
4531476 ROCKAWAY NJ 07866 SFD 6.875 6.610 $1,410.10 360 1-Jan-27 $214,469.67
4532359 NOVI MI 48375 SFD 7.750 7.250 $1,755.21 360 1-Nov-26 $244,477.88
4532452 CLAYTON CA 94517 SFD 7.375 7.110 $2,417.37 360 1-Jan-27 $349,733.67
4532521 THE WOODLANDS TX 77381 SFD 7.875 7.250 $3,636.95 360 1-Sep-26 $499,851.19
4532551 IRVING TX 75063 SFD 8.125 7.250 $965.25 360 1-Aug-26 $129,279.97
4532554 SMYRNA GA 30082 SFD 7.750 7.250 $1,779.57 360 1-Nov-26 $247,870.64
4532639 BETHESDA MD 20813 SFD 7.125 6.860 $1,670.83 360 1-Dec-26 $247,602.16
4532715 RALEIGH NC 27613 SFD 8.250 7.250 $1,815.44 360 1-Nov-26 $241,184.52
4532855 REDLANDS CA 92373 SFD 7.750 7.250 $1,540.29 360 1-Dec-26 $214,657.15
4533928 FAYETTEVILLE AR 72703 SFD 7.375 7.110 $1,516.73 360 1-Feb-27 $219,600.00
4534486 RICHBORO PA 18954 SFD 7.625 7.250 $2,115.25 360 1-Dec-26 $298,416.01
4534492 WYCKOFF NJ 07481 SFD 8.375 7.250 $1,900.19 360 1-Nov-26 $249,530.55
4534705 MCMURRAY PA 15317 SFD 7.625 7.250 $2,395.18 360 1-Dec-26 $337,908.58
4534715 HUNTERSVILLE NC 28078 SFD 8.375 7.250 $1,700.29 360 1-Dec-26 $223,420.93
4534806 BREA CA 92821 SFD 7.875 7.250 $1,673.47 360 1-Dec-26 $230,481.27
4534834 NOVATO CA 94949 SFD 8.250 7.250 $2,798.47 360 1-Dec-26 $372,023.30
4535115 WYNDMOOR PA 19038 SFD 8.000 7.250 $2,201.30 360 1-Nov-26 $299,392.07
4535491 BRENTWOOD CA 94513 SFD 7.875 7.250 $1,569.42 360 1-Dec-26 $216,051.09
4535747 OAKLAND CA 94619 SFD 7.375 7.110 $1,757.08 360 1-Jan-27 $254,206.42
4536055 BELLEVUE WA 98007 SFD 8.375 7.250 $2,838.87 360 1-Nov-26 $372,798.68
4536283 SHREWSBURY MA 01545 SFD 7.875 7.250 $1,807.60 360 1-Jan-27 $249,128.43
4536676 PENFIELD NY 14526 SFD 8.000 7.250 $1,725.09 360 1-Nov-26 $234,623.56
4536722 TEWKSBURY NJ 07830 SFD 7.125 6.860 $1,684.30 360 1-Jan-27 $249,800.08
4536779 SAN ANTONIO TX 78248 SFD 8.500 7.250 $1,734.67 360 1-Oct-26 $225,047.49
4536833 NOVI MI 48374 SFD 7.500 7.235 $1,748.04 360 1-Jan-27 $249,814.46
4537065 YORBA LINDA CA 92687 SFD 7.500 7.235 $2,600.73 360 1-Jan-27 $371,673.96
4537148 SCOTCH PLAINS NJ 07076 SFD 7.250 6.985 $2,046.53 360 1-Dec-26 $299,530.53
4537504 IRVINE CA 92620 SFD 7.625 7.250 $1,815.85 360 1-Dec-26 $256,177.44
4537876 CHARLOTTE NC 28277 SFD 7.625 7.250 $2,123.39 360 1-Dec-26 $299,525.94
4537972 FORT LAUDERDALE FL 33327 SFD 8.250 7.250 $2,337.95 360 1-Sep-26 $310,194.02
4537994 SPRINGBORO OH 45066 SFD 7.875 7.250 $2,001.20 360 1-Jan-27 $275,810.05
4538224 REDONDO BEACH CA 90277 SFD 8.250 7.250 $2,464.16 360 1-Nov-26 $327,368.19
4538238 PHOENIXVILLE PA 19460 SFD 8.250 7.250 $2,568.96 360 1-Nov-26 $341,291.34
4538287 MARS PA 16046 SFD 7.500 7.235 $1,999.76 360 1-Nov-26 $285,359.23
4538297 HOUSTON TX 77059 SFD 7.875 7.250 $1,653.16 360 1-Nov-26 $227,526.17
4538371 GREENSBORO NC 27455 SFD 7.625 7.250 $1,698.71 360 1-Nov-26 $239,475.56
4538409 DOYLESTOWN PA 18901 SFD 7.750 7.250 $1,604.77 360 1-Nov-26 $223,522.63
4538544 PITTSTOWN NJ 08867 SFD 7.875 7.250 $1,754.67 360 1-Jan-27 $241,833.46
4538586 COTO DE CAZA CA 92679 SFD 7.375 7.110 $2,192.55 360 1-Jan-27 $317,208.44
4538665 BRIDGEWATER TWP NJ 08807 SFD 7.750 7.250 $1,683.57 360 1-Nov-26 $234,499.20
4538735 BREA CA 92821 SFD 7.750 7.250 $1,561.78 360 1-Dec-26 $217,691.28
4538777 HALF MOON BAY CA 94019 SFD 8.000 7.250 $2,740.62 360 1-Nov-26 $372,743.12
4538782 WEST CHESTER PA 19382 SFD 7.375 7.110 $2,279.23 360 1-Dec-26 $329,496.24
4538873 DANVILLE CA 94526 SFD 7.750 7.250 $1,791.04 360 1-Nov-26 $249,467.20
4539007 SAN RAMON CA 94583 PUD 8.125 7.250 $2,221.93 360 1-Dec-26 $281,814.92
4539261 AUSTIN TX 78746 SFD 8.250 7.250 $1,887.18 360 1-Oct-26 $250,552.64
4539272 MORGAN HILL CA 95037 SFD 7.875 7.250 $2,479.74 360 1-Dec-26 $341,402.48
4539327 ROCKVILLE MD 20852 SFD 7.875 7.250 $1,977.99 360 1-Nov-26 $272,233.08
4539334 RIDGEFIELD CT 06877 SFD 8.000 7.250 $1,880.64 360 1-Nov-26 $255,579.30
4539340 EASTON CT 06612 SFD 7.750 7.250 $1,948.65 360 1-Jan-27 $271,808.02
4539355 FOXBOROUGH MA 02035 SFD 7.750 7.250 $2,062.56 360 1-Dec-26 $287,492.27
4539461 VIENNA VA 22182 SFD 7.625 7.250 $1,672.17 360 1-Nov-26 $235,733.74
4539544 LIBERTYVILLE IL 60048 SFD 7.625 7.250 $2,944.43 360 1-Nov-26 $415,090.95
4539717 STAMFORD CT 06903 SFD 7.500 7.235 $2,405.30 360 1-Dec-26 $343,487.80
4539822 MARIETTA GA 30062 SFD 7.625 7.250 $2,314.14 360 1-Dec-26 $326,475.20
4539846 FAIRFIELD CT 06430 SFD 7.875 7.250 $3,857.37 360 1-Dec-26 $531,254.88
4540014 ROSWELL GA 30075 SFD 8.250 7.250 $3,005.07 360 1-Nov-26 $399,229.52
4540048 ALPHARETTA GA 30201 SFD 8.000 7.250 $2,276.14 360 1-Oct-26 $309,359.08
4540201 SAN RAFAEL CA 94901 SFD 8.250 7.250 $2,096.04 360 1-Dec-26 $278,642.95
4540214 ALBUQUERQUE NM 87122 SFD 8.500 7.250 $1,871.92 360 1-Oct-26 $242,853.77
4540316 NAPERVILLE IL 60564 SFD 7.375 7.110 $1,685.25 360 1-Jan-27 $243,814.33
4540434 MCLEAN VA 22101 SFD 7.625 7.250 $2,446.14 360 1-Nov-26 $344,844.80
4540447 LONG VALLEY NJ 07853 SFD 7.125 6.860 $1,735.50 360 1-Dec-26 $257,186.78
4540524 RICHMOND VA 23230 SFD 7.750 7.250 $1,828.29 360 1-Nov-26 $254,656.13
4540587 LONG GROVE IL 60047 SFD 7.500 7.235 $2,712.96 360 1-Nov-26 $387,130.71
4540616 WRENTHAM MA 02093 SFD 7.375 7.110 $1,657.63 360 1-Dec-26 $239,633.62
4540640 CHATHAM NJ 07928 SFD 7.625 7.250 $2,477.28 360 1-Nov-26 $349,235.20
4540649 RIDGEFIELD CT 06877 SFD 8.375 7.250 $2,888.28 360 1-Dec-26 $379,525.95
4540690 GRAPEVINE TX 76051 SFD 8.000 7.250 $1,652.08 360 1-Nov-26 $224,693.73
4540693 LOUISVILLE KY 40245 SFD 7.875 7.250 $2,522.52 360 1-Nov-26 $347,176.99
4540712 CARMEL IN 46032 SFD 7.875 7.250 $1,707.54 360 1-Nov-26 $234,960.27
4540715 NORTH WALES PA 19454 SFD 8.125 7.250 $1,730.77 360 1-Nov-26 $232,092.74
4540785 VALENCIA CA 91354 SFD 7.375 7.110 $1,680.76 360 1-Jan-27 $243,164.83
4540883 RIDGEFIELD CT 06877 SFD 8.125 7.250 $3,036.82 360 1-Dec-26 $408,463.09
4540899 NOVI MI 48374 SFD 8.000 7.250 $2,028.13 360 1-Nov-26 $275,839.89
4540908 YORBA LINDA CA 92886 SFD 7.875 7.250 $1,885.19 360 1-Dec-26 $259,640.95
4540916 SAN RAMON CA 94583 SFD 7.750 7.250 $2,077.60 360 1-Nov-26 $289,381.97
4540934 NEW FAIRFIELD CT 06812 SFD 8.125 7.250 $2,324.02 360 1-Nov-26 $312,381.58
4540939 MIAMI FL 33133 SFD 7.625 7.250 $1,925.20 360 1-Nov-26 $271,405.63
4541017 BEDMINSTER NJ 07921 SFD 7.625 7.250 $2,264.94 360 1-Dec-26 $319,535.31
4541070 MEQUON WI 53092 SFD 7.500 7.235 $2,237.49 360 1-Nov-26 $319,283.07
4541167 HUNTINGTON BEACH CA 92646 SFD 7.875 7.250 $1,870.68 360 1-Nov-26 $257,463.84
4541226 BOULDER CO 80301 SFD 7.625 7.250 $2,406.50 360 1-Nov-26 $339,257.05
4541253 SMYRNA GA 30080 SFD 7.625 7.250 $1,554.32 360 1-Nov-26 $219,120.14
4541309 LIVERMORE CA 94550 SFD 7.750 7.250 $2,435.81 360 1-Dec-26 $339,518.49
4541411 ARVADA CO 80007 SFD 8.000 7.250 $1,849.46 360 1-Jan-27 $251,880.87
4541473 CHESTER SPRINGS PA 19425 SFD 7.250 6.985 $1,910.10 360 1-Jan-27 $279,781.57
4541496 CASTRO VALLEY CA 94552 SFD 8.125 7.250 $1,866.64 360 1-Nov-26 $250,599.38
4541536 HAMPTON NJ 08827 SFD 8.375 7.250 $1,646.32 360 1-Nov-26 $216,193.28
4541556 LYNCHBURG VA 24503 SFD 8.125 7.250 $1,853.28 360 1-Nov-26 $249,106.83
4541591 SAN RAMON CA 94583 SFD 7.875 7.250 $2,068.63 360 1-Dec-26 $284,906.01
4541601 LITITZ PA 17543 SFD 7.875 7.250 $2,030.20 360 1-Nov-26 $279,418.10
4541633 GLENDORA CA 91741 SFD 8.500 7.250 $1,903.07 360 1-Nov-26 $247,046.96
4541650 DANVILLE CA 94506 SFD 7.500 7.235 $1,719.37 360 1-Nov-26 $245,349.09
4541712 BRANCHBURG NJ 08876 SFD 7.250 6.985 $1,582.65 360 1-Jan-27 $231,819.02
4541742 PRINCETON NJ 08542 SFD 8.250 7.250 $1,615.23 360 1-Dec-26 $214,724.85
4541749 RESTON VA 20190 SFD 7.750 7.250 $1,690.74 360 1-Dec-26 $235,665.78
4541781 ACTON MA 01720 SFD 8.375 7.250 $1,702.57 360 1-Nov-26 $223,579.36
4541876 DANVILLE CA 94526 SFD 8.250 7.250 $2,771.80 360 1-Nov-26 $368,188.85
4541879 WINTER HAVEN FL 33884 SFD 7.875 7.250 $1,780.41 360 1-Nov-26 $245,039.70
4541892 CHESHIRE CT 06410 SFD 7.875 7.250 $1,631.41 360 1-Dec-26 $224,689.29
4541894 LIBERTYVILLE IL 60048 SFD 8.125 7.250 $1,744.87 360 1-Nov-26 $234,474.21
4541906 HOLLYWOOD FL 33019 SFD 7.750 7.250 $1,642.02 360 1-Dec-26 $228,875.42
4541954 WESTERVILLE OH 43082 SFD 8.250 7.250 $2,680.90 360 1-Nov-26 $356,162.62
4542017 SOUTHLAKE TX 76092 SFD 8.250 7.250 $1,924.75 360 1-Oct-26 $255,539.73
4542103 SAN RAMON CA 94583 PUD 7.750 7.250 $1,845.48 360 1-Nov-26 $257,051.03
4542104 SAN RAMON CA 94583 SFD 7.500 7.235 $2,582.90 360 1-Jan-27 $369,125.85
4542126 LAGUNA HILLS CA 92653 SFD 8.250 7.250 $2,449.13 360 1-Nov-26 $325,221.60
4542146 BURNSVILLE MN 55337 SFD 7.375 7.110 $2,022.30 360 1-Nov-26 $292,127.48
4542237 DANVILLE CA 94506 SFD 7.750 7.250 $2,435.81 360 1-Dec-26 $339,518.49
4542289 RIDGEFIELD CT 06877 SFD 7.875 7.250 $2,320.23 360 1-Dec-26 $319,558.09
4542346 ROCHESTER MI 48306 SFD 7.375 7.110 $2,375.93 360 1-Dec-26 $343,474.87
4542429 YORKTOWN HEIGHTS NY 10598 SFD 7.875 7.250 $1,812.68 360 1-Dec-26 $249,654.77
4542434 WOODBRIDGE CT 06525 SFD 7.500 7.235 $1,809.57 360 1-Jan-27 $258,607.93
4542485 BELFAST ME 04915 SFD 8.000 7.250 $1,970.53 360 1-Nov-26 $268,005.79
4542504 BROOKFIELD CT 06804 SFD 8.125 7.250 $1,960.20 360 1-Nov-26 $263,478.38
4542550 UNION KY 41091 SFD 6.875 6.610 $1,708.02 360 1-Jan-27 $259,781.56
4542551 FRANKLIN TN 37067 SFD 7.500 7.235 $1,950.81 360 1-Feb-27 $279,000.00
4542559 RINGOES NJ 08551 SFD 7.500 7.235 $1,948.72 360 1-Nov-26 $278,075.58
4542565 WOODSTOCK GA 30189 SFD 7.500 7.235 $1,781.60 360 1-Dec-26 $254,169.06
4542669 ROCHESTER HILLS MI 48309 SFD 7.875 7.250 $2,465.24 360 1-Nov-26 $339,293.41
4542670 ATLANTA GA 30309 SFD 8.625 7.250 $2,508.38 360 1-Nov-26 $321,786.84
4542711 PLEASANTON CA 94588 SFD 8.500 7.250 $2,366.72 360 1-Nov-26 $307,236.62
4542717 NORTHBROOK IL 60062 SFD 8.125 7.250 $1,722.60 360 1-Dec-26 $231,695.44
4542748 WEST BLOOMFIELD MI 48234 SFD 7.750 7.250 $1,583.28 360 1-Jan-27 $220,844.01
4542783 ALPHARETTA GA 30202 SFD 7.875 7.250 $1,650.26 360 1-Dec-26 $227,285.71
4542808 DANVILLE CA 94526 SFD 7.625 7.250 $2,229.56 360 1-Nov-26 $314,311.65
4542830 ROUND ROCK TX 78664 SFD 8.250 7.250 $2,103.55 360 1-Dec-26 $279,641.67
4542983 DENVILLE NJ 07834 SFD 8.125 7.250 $2,909.85 360 1-Dec-26 $391,385.54
4543018 YARDLEY PA 19067 SFD 7.875 7.250 $1,693.77 360 1-Dec-26 $233,220.81
4543044 COPPELL TX 75019 SFD 7.500 7.235 $1,972.84 360 1-Dec-26 $281,502.73
4543046 DOYLESTOWN PA 18901 SFD 8.125 7.250 $1,744.87 360 1-Nov-26 $234,459.22
4543064 SHERMAN CT 06784 SFD 7.875 7.250 $1,566.15 360 1-Dec-26 $215,701.72
4543081 LAKE OSWEGO OR 97034 SFD 7.125 6.860 $2,324.33 360 1-Feb-27 $345,000.00
4543099 BREWSTER NY 10509 SFD 8.250 7.250 $2,214.36 360 1-Dec-26 $294,372.80
4543126 MONROE CT 06468 SFD 7.750 7.250 $1,727.99 360 1-Nov-26 $240,685.97
4543127 CAMARILLO CA 93012 SFD 7.750 7.250 $2,718.79 360 1-Nov-26 $378,691.25
4543145 EVERGREEN CO 80439 SFD 7.625 7.250 $1,953.52 360 1-Dec-26 $275,599.19
4543211 LIBERTYVILLE IL 60048 SFD 8.000 7.250 $2,348.05 360 1-Nov-26 $319,054.22
4543222 BARRINGTON IL 60010 SFD 7.750 7.250 $2,829.83 360 1-Dec-26 $394,440.62
4543257 UPPER SADDLE NJ 07458 SFD 7.750 7.250 $1,647.75 360 1-Dec-26 $229,674.29
RIVER
4543440 HUNTINGTON BEACH CA 92648 SFD 7.625 7.250 $1,923.79 360 1-Dec-26 $271,405.29
4543471 OAK PARK IL 60302 SFD 7.875 7.250 $2,320.23 360 1-Nov-26 $319,334.96
4543482 DEERFIELD IL 60015 THS 8.000 7.250 $2,073.62 360 1-Jan-27 $282,410.38
4543525 ATLANTA GA 30331 SFD 8.750 7.250 $1,913.26 360 1-Nov-26 $242,777.15
4543588 BRIDGEWATER NJ 08807 SFD 7.375 7.110 $3,149.48 360 1-Jan-27 $455,653.02
4543633 NAPERVILLE IL 60540 SFD 7.750 7.250 $2,567.27 360 1-Dec-26 $357,842.51
4543635 HINSDALE IL 60521 SFD 7.250 6.985 $2,947.01 360 1-Jan-27 $431,662.99
4543643 READINGTON NJ 08822 SFD 8.500 7.250 $2,792.31 360 1-Nov-26 $362,485.31
4543644 MILL VALLEY CA 94941 SFD 7.750 7.250 $3,754.01 360 1-Nov-26 $522,883.29
4543666 COLLEYVILLE TX 76034 SFD 8.250 7.250 $1,866.15 360 1-Nov-26 $247,921.52
4543669 RANDOLPH NJ 07869 SFD 7.625 7.250 $2,088.00 360 1-Dec-26 $294,571.60
4543690 ORLANDO FL 32835 SFD 7.750 7.250 $1,683.57 360 1-Nov-26 $234,231.04
4543739 PONCHATOULA LA 70454 SFD 8.125 7.250 $1,669.88 360 1-Nov-26 $224,455.64
4543781 BOOTHWYN PA 19061 SFD 7.375 7.110 $1,895.22 360 1-Jan-27 $272,191.20
4543788 AMBLER PA 19002 SFD 7.375 7.110 $2,153.53 360 1-Dec-26 $311,324.02
4543792 DANVILLE CA 94506 SFD 7.625 7.250 $2,477.28 360 1-Nov-26 $347,866.67
4543832 SKILLMAN NJ 08558 SFD 8.000 7.250 $2,891.04 360 1-Dec-26 $393,373.71
4543852 GLASTONBURY CT 06033 SFD 7.500 7.235 $1,503.32 360 1-Jan-27 $214,840.43
4543855 SCOTTSDALE AZ 85254 SFD 8.125 7.250 $1,618.65 360 1-Nov-26 $217,569.27
4543896 MOORPARK CA 93021 SFD 7.875 7.250 $2,183.91 360 1-Dec-26 $300,784.07
4543956 MERRITT ISLAND FL 32953 SFD 8.250 7.250 $1,863.15 360 1-Dec-26 $247,682.61
4543967 CHICAGO IL 60614 HCO 7.750 7.250 $1,791.04 360 1-Dec-26 $249,645.94
4544039 WILMETTE IL 60091 SFD 7.625 7.250 $1,977.58 360 1-Dec-26 $278,994.26
4544065 CHARLOTTE NC 28277 SFD 7.750 7.250 $2,616.34 360 1-Dec-26 $364,375.87
4544066 HO-HO-KUS NJ 07423 SFD 7.875 7.250 $1,928.69 360 1-Dec-26 $265,532.02
4544076 CUMMING GA 30131 SFD 7.875 7.250 $1,766.64 360 1-Nov-26 $243,143.62
4544093 SUGAR LAND TX 77479 SFD 7.750 7.250 $2,220.88 360 1-Dec-26 $309,560.99
4544184 PLEASANTON CA 94588 SFD 8.000 7.250 $2,127.92 360 1-Jan-27 $289,805.41
4544188 NAPERVILLE IL 60564 SFD 7.875 7.250 $1,598.06 360 1-Nov-26 $219,941.96
4544230 NORMAN OK 73072 SFD 8.375 7.250 $1,744.37 360 1-Nov-26 $229,069.05
4544233 CAVECREEK AZ 85331 SFD 8.125 7.250 $1,811.69 360 1-Oct-26 $243,355.05
4544246 LAWRENCEVILLE NJ 08648 SFD 7.875 7.250 $1,812.68 360 1-Nov-26 $249,480.45
4544250 SHELTON WA 98584 SFD 7.875 7.250 $1,667.66 360 1-Oct-26 $229,360.61
4544356 AMHERST OH 44001 SFD 8.000 7.250 $1,909.26 360 1-Dec-26 $259,849.65
4544379 AVON CT 06001 SFD 7.500 7.235 $1,852.92 360 1-Nov-26 $264,406.29
4544421 DANA POINT CA 92629 SFD 7.875 7.250 $2,153.46 360 1-Dec-26 $296,589.86
4544437 WOODINVILLE WA 98072 SFD 7.875 7.250 $2,030.20 360 1-Nov-26 $279,418.10
4544441 THE WOODLANDS TX 77382 SFD 8.375 7.250 $1,751.21 360 1-Dec-26 $230,112.58
4544584 LINCOLNSHIRE IL 60069 SFD 7.875 7.250 $2,231.04 360 1-Nov-26 $307,060.54
4544598 DUNWOODY GA 30338 SFD 8.750 7.250 $3,026.83 360 1-Oct-26 $383,854.80
4544627 CINCINNATI OH 45208 SFD 7.875 7.250 $2,537.75 360 1-Nov-26 $349,272.62
4544693 NORTH ANDOVER MA 01845 SFD 6.875 6.610 $2,745.97 360 1-Jan-27 $417,648.82
4544702 GRANITE BAY CA 95746 SFD 7.625 7.250 $2,038.10 360 1-Dec-26 $287,531.84
4544745 CARLSBAD CA 92009 SFD 7.875 7.250 $2,111.41 360 1-Nov-26 $290,594.81
4544778 YORBA LINDA CA 92886 SFD 7.875 7.250 $1,567.97 360 1-Nov-26 $215,800.57
4544791 APEX NC 27502 SFD 8.625 7.250 $1,680.03 360 1-Nov-26 $215,614.65
4544835 BASKING RIDGE NJ 07920 SFD 7.750 7.250 $1,647.75 360 1-Dec-26 $229,674.29
4544859 BELLE MEAD NJ 08502 SFD 7.625 7.250 $1,698.00 360 1-Jan-27 $239,726.36
4544863 CLAYTON CA 94517 SFD 7.625 7.250 $2,322.98 360 1-Jan-27 $327,962.46
4544887 NAPERVILLE IL 60564 SFD 7.250 6.985 $1,487.15 360 1-Dec-26 $217,658.84
4544896 MOORPARK CA 93021 SFD 8.000 7.250 $1,782.32 360 1-Dec-26 $242,572.94
4544912 MARTINSVILLE NJ 08836 SFD 7.625 7.250 $1,769.49 360 1-Dec-26 $239,636.95
4544976 TOPSFIELD MA 01983 SFD 7.875 7.250 $1,848.93 360 1-Nov-26 $254,066.11
4545012 DALLAS PA 18612 SFD 8.250 7.250 $1,636.26 360 1-Dec-26 $217,521.28
4545022 LAFAYETTE CA 94549 SFD 7.125 6.860 $2,122.22 360 1-Jan-27 $314,748.09
4545043 RYE NY 10580 SFD 8.000 7.250 $4,255.84 360 1-Dec-26 $579,219.06
4545046 AUSTIN TX 78733 SFD 7.625 7.250 $1,627.93 360 1-Nov-26 $229,497.41
4545053 SAN FRANCISCO CA 94114 SFD 7.875 7.250 $2,900.28 360 1-Nov-26 $399,168.73
4545108 WEST HARRISON NY 10604 SFD 7.500 7.235 $4,167.32 360 1-Jan-27 $595,557.68
4545109 UPPER MONTCLAIR NJ 07043 SFD 7.500 7.235 $3,982.73 360 1-Nov-26 $568,323.87
4545153 HILLSBOROUGH NJ 08876 SFD 7.875 7.250 $1,598.78 360 1-Dec-26 $220,195.51
4545160 KIRKLAND WA 98033 SFD 7.875 7.250 $2,030.20 360 1-Nov-26 $279,418.10
4545186 WEST HILLS CA 91304 SFD 6.875 6.610 $1,931.38 360 1-Jan-27 $293,753.00
4545189 HOUSTON TX 77077 SFD 7.875 7.250 $1,812.68 360 1-Dec-26 $249,654.77
4545215 ASHBURN VA 22011 SFD 7.750 7.250 $2,140.64 360 1-Nov-26 $298,142.98
4545226 WEST CHESTER OH 45069 SFD 7.625 7.250 $1,630.76 360 1-Nov-26 $229,896.53
4545290 MILLERSVILLE MD 21108 SFD 7.875 7.250 $2,269.47 360 1-Dec-26 $312,567.77
4545306 GAITHERSBURG MD 20882 SFD 7.750 7.250 $1,991.63 360 1-Dec-26 $277,606.31
4545313 CAMARILLO CA 93010 SFD 7.625 7.250 $1,557.15 360 1-Dec-26 $219,680.52
4545328 HIGH BRIDGE NJ 08829 SFD 8.000 7.250 $1,614.29 360 1-Nov-26 $219,554.17
4545391 ALPHARETTA GA 30201 SFD 7.625 7.250 $1,627.93 360 1-Jan-27 $229,833.53
4545426 GREENSBORO NC 27455 SFD 7.375 7.110 $1,692.16 360 1-Dec-26 $244,625.99
4545442 PHOENIX AZ 85044 SFD 7.875 7.250 $1,889.17 360 1-Nov-26 $260,008.53
4545446 CARLSBAD CA 92008 SFD 7.625 7.250 $1,721.36 360 1-Dec-26 $242,846.82
4545448 SAN RAMON CA 94583 SFD 7.875 7.250 $2,434.43 360 1-Dec-26 $335,286.34
4545467 GLENCOE IL 60022 SFD 7.875 7.250 $1,700.29 360 1-Nov-26 $234,012.67
4545529 HUNTINGTON BEACH CA 92649 SFD 8.375 7.250 $3,192.31 360 1-Nov-26 $419,211.34
4545532 WAKE FOREST NC 27587 SFD 8.125 7.250 $1,701.44 360 1-Dec-26 $228,548.60
4545564 WESTLAKE VILLAGE CA 91361 SFD 8.125 7.250 $2,010.32 360 1-Dec-26 $270,394.56
4545565 SAN DIEGO CA 92128 SFD 8.500 7.250 $1,893.07 360 1-Jan-27 $246,050.85
4545659 CARY NC 27513 SFD 7.875 7.250 $1,993.95 360 1-Dec-26 $274,620.24
4545678 DOYLESTOWN PA 18901 SFD 7.750 7.250 $1,841.18 360 1-Dec-26 $256,636.05
4545782 MANHATTAN BEACH CA 90266 LCO 7.375 7.110 $3,052.79 360 1-Jan-27 $440,216.46
4545789 COTO DE CAZA CA 92679 SFD 7.250 6.985 $1,705.45 360 1-Dec-26 $249,608.76
4545790 CLIFTON VA 22024 SFD 7.500 7.235 $2,375.24 360 1-Dec-26 $339,194.20
4545791 MALVERN PA 19355 SFD 7.875 7.250 $2,120.83 360 1-Nov-26 $291,892.13
4545806 OLD HICKORY TN 37138 SFD 8.000 7.250 $1,781.95 360 1-Dec-26 $242,523.01
4545911 HIGHLANDS RANCH CO 80126 SFD 8.000 7.250 $1,908.89 360 1-Dec-26 $259,799.72
4545912 ASHBURN VA 20147 SFD 8.125 7.250 $1,702.55 360 1-Nov-26 $228,846.96
4546020 NEW ROCHELLE NY 10805 SFD 7.875 7.250 $2,784.27 360 1-Dec-26 $383,469.73
4546039 SAN JOSE CA 95135 SFD 7.375 7.110 $2,527.19 360 1-Jan-27 $365,621.57
4546084 PLEASANTON CA 94566 SFD 7.750 7.250 $1,862.68 360 1-Nov-26 $259,445.90
4546118 DANVILLE CA 94526 SFD 8.250 7.250 $2,528.39 360 1-Jan-27 $336,335.39
4546127 MARBLEHEAD MA 01945 SFD 7.500 7.235 $1,678.12 360 1-Dec-26 $239,642.65
4546128 NEW LENOX IL 60451 SFD 7.500 7.235 $1,643.16 360 1-Dec-26 $234,650.09
4546241 SOUTH NATICK MA 01760 SFD 7.250 6.985 $1,705.45 360 1-Jan-27 $249,804.97
4546265 MANAKIN-SABOT VA 23103 SFD 7.625 7.250 $1,746.84 360 1-Jan-27 $246,621.37
4546313 CHESTER NJ 07930 SFD 7.875 7.250 $2,610.25 360 1-Jan-27 $359,752.25
4546320 MIDDLETOWN NJ 07701 SFD 7.625 7.250 $1,698.71 360 1-Dec-26 $239,651.48
4546336 CHICAGO IL 60610 HCO 7.250 6.985 $3,069.80 360 1-Jan-27 $449,648.95
4546389 STAMFORD CT 06905 LCO 7.500 7.235 $1,510.31 360 1-Dec-26 $215,678.38
4546441 LAKE FOREST IL 60045 SFD 7.875 7.250 $2,900.28 360 1-Dec-26 $399,447.63
4546483 PLANO TX 75023 SFD 7.875 7.250 $2,592.13 360 1-Dec-26 $356,757.03
4546565 ALPHARETTA GA 30202 SFD 8.250 7.250 $1,619.74 360 1-Dec-26 $215,324.07
4546567 EDEN PRAIRIE MN 55347 SFD 8.125 7.250 $1,856.24 360 1-Nov-26 $249,506.08
4546624 CANTON CT 06019 SFD 8.000 7.250 $2,032.53 360 1-Nov-26 $276,438.69
4546711 STAMFORD CT 06905 SFD 7.125 6.860 $1,589.98 360 1-Dec-26 $235,621.42
4546714 SAINT LOUIS MO 63128 SFD 7.875 7.250 $1,876.48 360 1-Dec-26 $258,442.63
4546744 SPRING VALLEY OH 45370 SFD 8.250 7.250 $2,611.41 360 1-Nov-26 $346,930.44
4546755 GILROY CA 95020 SFD 7.875 7.250 $1,557.82 360 1-Dec-26 $214,553.29
4546759 CROFTON MD 21114 SFD 8.125 7.250 $1,670.62 360 1-Jan-27 $224,852.82
4546878 ASHBURN VA 20147 SFD 7.500 7.235 $1,845.93 360 1-Dec-26 $263,596.11
4546968 MORRISVILLE NC 27560 SFD 7.375 7.110 $1,795.76 360 1-Dec-26 $259,603.10
4546977 SAN RAMON CA 94583 SFD 7.625 7.250 $2,112.06 360 1-Nov-26 $297,747.94
4546991 KENNESAW GA 30144 SFD 7.625 7.250 $1,558.21 360 1-Nov-26 $219,668.48
4547010 OWINGS MILLS MD 21117 SFD 7.125 6.860 $1,574.82 360 1-Jan-27 $233,563.07
4547102 PLEASANT HILL CA 94523 SFD 7.500 7.235 $2,342.37 360 1-Jan-27 $334,751.38
4547115 LEESBURG VA 22075 SFD 7.500 7.235 $2,447.26 360 1-Dec-26 $349,428.54
4547130 RANDOLPH NJ 07869 SFD 7.500 7.235 $1,852.92 360 1-Dec-26 $264,605.43
4547143 NAPERVILLE IL 60565 SFD 8.375 7.250 $2,079.56 360 1-Dec-26 $273,258.69
4547150 MANDEVILLE LA 70471 SFD 7.875 7.250 $1,595.16 360 1-Nov-26 $219,542.79
4547297 HUNTINGTON NY 11743 SFD 7.250 6.985 $1,575.83 360 1-Dec-26 $230,638.51
4547317 SKILLMAN NJ 08558 SFD 7.375 7.110 $1,705.97 360 1-Jan-27 $246,612.05
4547339 LITTLE ROCK AR 72212 SFD 8.250 7.250 $2,118.20 360 1-Nov-26 $281,396.79
4547398 CARNATION WA 98014 SFD 8.000 7.250 $1,935.31 360 1-Dec-26 $263,394.86
4547441 CENTREVILLE VA 20121 SFD 7.000 6.735 $1,783.02 360 1-Jan-27 $267,780.31
4547449 ALPHARETTA GA 30202 SFD 7.500 7.235 $1,608.20 360 1-Dec-26 $229,657.53
4547481 VANCOUVER WA 98683 SFD 7.875 7.250 $1,710.81 360 1-Dec-26 $235,624.16
4547487 PITTSTOWN NJ 08867 SFD 8.375 7.250 $2,090.20 360 1-Dec-26 $274,656.95
4547502 SAN JOSE CA 95138 SFD 7.500 7.235 $3,456.92 360 1-Dec-26 $493,663.87
4547503 PARK CITY UT 84098 SFD 8.125 7.250 $1,727.05 360 1-Dec-26 $232,255.11
4547537 BUFFALO GROVE IL 60089 SFD 7.625 7.250 $1,744.01 360 1-Jan-27 $246,221.66
4547539 ALPHARETTA GA 30201 SFD 7.500 7.235 $1,733.36 360 1-Dec-26 $247,530.89
4547543 GUILFORD CT 06437 SFD 7.375 7.110 $1,570.60 360 1-Dec-26 $227,052.86
4547556 ISSAQUAH WA 98027 SFD 7.375 7.110 $3,121.86 360 1-Dec-26 $451,310.00
4547563 MISSION VIEJO CA 92692 SFD 7.625 7.250 $2,052.61 360 1-Dec-26 $289,578.86
4547564 PRINCETON NJ 08550 SFD 7.625 7.250 $2,194.17 360 1-Dec-26 $309,549.82
JUNCTION
4547620 MOUNTAIN BROOK AL 35000 SFD 7.500 7.235 $3,373.72 360 1-Nov-26 $481,418.99
4547624 FLOWER MOUND TX 75028 SFD 7.875 7.250 $1,559.63 360 1-Dec-26 $214,802.95
4547637 PHOENIXVILLE PA 18426 SFD 7.875 7.250 $1,630.32 360 1-Dec-26 $224,423.76
4547656 BLACHAWK CA 94506 SFD 7.375 7.110 $2,617.66 360 1-Dec-26 $378,421.45
4547711 BASKING RIDGE NJ 07920 SFD 7.625 7.250 $3,255.86 360 1-Dec-26 $459,332.00
4547775 MARSHALL MI 49068 SFD 7.375 7.110 $1,624.47 360 1-Dec-26 $233,786.67
4547779 DARIEN CT 06820 SFD 7.125 6.860 $2,694.88 360 1-Jan-27 $399,680.12
4547793 DOYLESTOWN PA 18901 SFD 7.500 7.235 $1,580.23 360 1-Dec-26 $225,663.49
4547828 NAPERVILLE IL 60564 SFD 7.625 7.250 $1,592.54 360 1-Jan-27 $224,837.15
4547948 DULUTH GA 30155 SFD 7.625 7.250 $2,146.04 360 1-Nov-26 $302,537.44
4547950 WASHINGTON DC 20016 SFD 8.125 7.250 $1,663.19 360 1-Nov-26 $223,557.45
4547995 RYE NY 10580 SFD 7.625 7.250 $2,300.33 360 1-Dec-26 $324,528.05
4548001 CANTON MI 48188 SFD 7.750 7.250 $1,826.86 360 1-Jan-27 $254,820.01
4548042 FORT LAUDERDALE FL 33332 SFD 7.375 7.110 $2,356.93 360 1-Dec-26 $340,729.08
4548132 MONKTON MD 21111 SFD 7.750 7.250 $1,712.23 360 1-Nov-26 $238,490.60
4548195 NAPERVILLE IL 60564 SFD 7.750 7.250 $1,928.59 360 1-Jan-27 $269,009.99
4548196 MARIETTA GA 30068 SFD 7.375 7.110 $2,244.70 360 1-Jan-27 $324,752.70
4548201 CUPERTINO CA 95014 SFD 7.250 6.985 $3,410.89 360 1-Nov-26 $498,822.75
4548209 CHANDLER AZ 85224 SFD 7.750 7.250 $1,541.01 360 1-Dec-26 $214,795.38
4548226 CULVER CITY CA 90232 SFD 7.875 7.250 $1,664.04 360 1-Dec-26 $229,183.07
4548312 CALABASAS CA 91302 SFD 7.250 6.985 $2,728.71 360 1-Dec-26 $399,374.03
4548340 PALO ALTO CA 94303 SFD 7.875 7.250 $2,319.50 360 1-Dec-26 $319,458.24
4548357 SAN JOSE CA 95129 SFD 8.125 7.250 $1,670.62 360 1-Nov-26 $224,555.46
4548362 JACKSONVILLE FL 32223 SFD 8.125 7.250 $2,067.86 360 1-Dec-26 $278,134.40
4548460 PITTSFORD NY 14534 SFD 7.875 7.250 $2,530.50 360 1-Dec-26 $348,518.05
4548461 MISSOURI CITY TX 77459 SFD 7.250 6.985 $1,514.44 360 1-Jan-27 $221,826.81
4548527 ENGLEWOOD CO 80110 SFD 7.125 6.860 $1,953.79 360 1-Dec-26 $289,534.80
4548528 WOODBURY MN 55125 SFD 7.625 7.250 $1,765.95 360 1-Feb-27 $249,500.00
4548572 IRVING TX 75063 SFD 7.125 6.860 $1,724.72 360 1-Dec-26 $255,589.34
4548635 MORGAN HILL CA 95037 SFD 7.000 6.735 $2,188.85 360 1-Jan-27 $328,730.32
4548638 VENTURA CA 93003 SFD 7.625 7.250 $2,434.11 360 1-Dec-26 $343,400.60
4548652 LOS GATOS CA 95032 SFD 7.250 6.985 $2,619.56 360 1-Dec-26 $383,399.07
4548702 MALVERN PA 19355 SFD 7.125 6.860 $1,751.67 360 1-Jan-27 $259,792.08
4548706 BETHEL CT 06801 SFD 7.625 7.250 $1,799.57 360 1-Jan-27 $254,065.98
4548743 PARKLAND FL 33076 SFD 7.125 6.860 $1,650.62 360 1-Jan-27 $244,804.07
4548754 SHOREWOOD MN 55331 SFD 7.250 6.985 $2,537.70 360 1-Feb-27 $372,000.00
4548772 DULUTH GA 30155 SFD 7.625 7.250 $1,863.27 360 1-Jan-27 $263,059.46
4548778 SPARTA NJ 07871 SFD 7.125 6.860 $2,159.95 360 1-Jan-27 $320,343.61
4548781 MOUNTAIN LAKES NJ 07046 SFD 7.125 6.860 $3,018.26 360 1-Jan-27 $447,641.74
4548801 NEW YORK NY 10007 HCO 7.375 7.110 $1,591.32 360 1-Jan-27 $230,224.68
4548803 SIOUX FALLS SD 57055 SFD 7.625 7.250 $1,557.15 360 1-Dec-26 $219,680.52
4548810 LAGUNA NIGUEL CA 92677 SFD 8.250 7.250 $1,689.60 360 1-Nov-26 $224,466.80
4548817 LOS ALTOS HILLS CA 94022 SFD 8.250 7.250 $5,116.13 360 1-Dec-26 $680,128.51
4548833 RIDGEFIELD CT 06877 SFD 7.500 7.235 $3,216.39 360 1-Jan-27 $459,658.61
4548840 RIDGEFIELD CT 06877 SFD 7.875 7.250 $6,706.90 360 1-Jan-27 $924,363.41
4548863 FORT LAUDERDALE FL 33331 SFD 7.500 7.235 $1,817.96 360 1-Jan-27 $259,807.04
4548913 RIDGEFIELD CT 06877 SFD 7.750 7.250 $1,791.04 360 1-Jan-27 $249,823.54
4548927 SAINT CLOUD MN 56302 SFD 7.250 6.985 $1,606.53 360 1-Dec-26 $235,131.45
4548998 AVON CT 06001 SFD 7.750 7.250 $2,633.54 360 1-Dec-26 $367,079.41
4549018 PLEASANT HILL CA 94523 SFD 8.125 7.250 $2,672.99 360 1-Jan-27 $359,764.51
4549019 GENEVA IL 60134 SFD 7.625 7.250 $1,845.93 360 1-Jan-27 $260,611.24
4549022 POTOMAC MD 20854 SFD 6.875 6.610 $3,120.42 360 1-Jan-27 $474,600.93
4549037 BROOKFIELD CT 06804 SFD 7.625 7.250 $2,134.00 360 1-Jan-27 $301,281.24
4549065 POLAND OH 44514 SFD 8.000 7.250 $1,756.64 360 1-Dec-26 $239,077.65
4549088 DULUTH GA 30155 SFD 7.375 7.110 $1,883.48 360 1-Dec-26 $272,283.70
4549092 DANVILLE CA 94526 SFD 7.375 7.110 $1,899.36 360 1-Dec-26 $274,580.20
4549138 SAINT CHARLES IL 60175 SFD 7.500 7.235 $1,794.89 360 1-Jan-27 $256,509.49
4549155 WEST LAKELAND MN 55082 SFD 7.250 6.985 $2,004.24 360 1-Jan-27 $293,570.80
4549157 DEERFIELD IL 60015 SFD 7.750 7.250 $1,708.65 360 1-Dec-26 $238,162.24
4549181 SAN RAMON CA 94583 SFD 7.375 7.110 $1,630.00 360 1-Jan-27 $235,820.42
4549281 ANACORTES WA 98221 SFD 7.625 7.250 $1,828.24 360 1-Dec-26 $257,924.89
4549282 MOUNT PROSPECT IL 60056 SFD 7.500 7.235 $1,789.99 360 1-Feb-27 $256,000.00
4549322 WEST DUNDEE IL 60118 SFD 8.000 7.250 $1,624.56 360 1-Dec-26 $221,101.89
4549444 CARY NC 27513 SFD 7.875 7.250 $1,792.38 360 1-Dec-26 $246,858.62
4549464 ANAHEIM CA 92808 SFD 7.625 7.250 $1,776.57 360 1-Jan-27 $250,818.33
4549465 DANVILLE CA 94506 SFD 7.625 7.250 $4,600.66 360 1-Jan-27 $649,529.55
4549493 UNIVERSITY PARK TX 75225 SFD 7.125 6.860 $3,233.85 360 1-Jan-27 $479,616.15
4549606 ONALASKA WI 54650 SFD 7.500 7.235 $1,587.22 360 1-Feb-27 $227,000.00
4549690 REDONDO BEACH CA 90277 SFD 7.500 7.235 $1,767.62 360 1-Dec-26 $252,423.59
4549723 FAIRFIELD CA 94533 SFD 7.625 7.250 $1,665.80 360 1-Jan-27 $235,179.65
4549821 NEWTOWN CT 06470 SFD 7.750 7.250 $1,705.07 360 1-Jan-27 $237,832.01
4549867 RANCHO PALOS CA 90275 SFD 7.250 6.985 $2,603.19 360 1-Jan-27 $381,302.31
VERDES
4549915 OMAHA NE 68130 SFD 8.250 7.250 $1,724.91 360 1-Dec-26 $229,306.17
4549924 WEST CHESTER PA 19380 SFD 7.875 7.250 $1,558.90 360 1-Jan-27 $214,852.04
4550056 SPRINGBORO OH 45066 SFD 7.750 7.250 $1,970.14 360 1-Nov-26 $274,413.94
4550127 ADA MI 49301 LCO 7.375 7.110 $2,590.04 360 1-Jan-27 $374,714.65
4550197 LANSDALE PA 19446 SFD 7.125 6.860 $1,563.03 360 1-Jan-27 $231,814.47
4550210 MORRISTOWN NJ 07960 SFD 7.500 7.235 $1,826.35 360 1-Jan-27 $261,006.15
4550260 ALPHARETTA GA 30201 SFD 7.625 7.250 $2,017.57 360 1-Jan-27 $284,843.69
4550520 CAMPBELL CA 95008 SFD 7.750 7.250 $2,238.73 240 1-Jan-17 $272,222.46
4550633 RIDGEFIELD CT 06877 SFD 8.375 7.250 $3,557.14 360 1-Feb-27 $468,000.00
4550782 NORTH WALES PA 19454 SFD 7.500 7.235 $1,538.28 360 1-Jan-27 $219,836.72
4550853 WILBRAHAM MA 01095 SFD 7.500 7.235 $1,788.60 360 1-Dec-26 $255,419.11
4550931 ALPHARETTA GA 30202 SFD 7.625 7.250 $1,627.93 360 1-Dec-26 $229,666.00
4550964 SHAKER HEIGHTS OH 44120 SFD 7.375 7.110 $2,762.71 360 1-Jan-27 $399,695.62
4551025 MORGAN HILL CA 95037 SFD 7.375 7.110 $2,248.84 360 1-Jan-27 $325,352.24
4551027 WILMETTE IL 60091 SFD 7.750 7.250 $2,099.09 360 1-Jan-27 $292,793.20
4551088 MAPLE VALLEY WA 98038 SFD 7.625 7.250 $1,608.11 360 1-Dec-26 $226,828.18
4551113 SALISBURY NC 28147 SFD 7.375 7.110 $2,348.30 360 1-Jan-27 $339,683.85
4551147 GREENWICH CT 06830 LCO 7.375 7.110 $1,519.49 360 1-Jan-27 $219,832.59
4551329 OAKLAND CA 94611 SFD 7.875 7.250 $1,856.18 360 1-Dec-26 $255,646.48
4551341 DAVIDSONVILLE MD 21035 SFD 8.500 7.250 $2,214.47 360 1-Nov-26 $287,472.87
4551355 NORCROSS GA 30092 SFD 7.500 7.235 $1,616.59 360 1-Jan-27 $231,028.41
4551356 WOODCLIFF LAKE NJ 07675 SFD 7.000 6.735 $1,943.35 360 1-Jan-27 $291,860.57
4551384 BEDFORD NY 10506 SFD 7.375 7.110 $1,712.88 360 1-Jan-27 $247,811.29
4551407 GALESBURG MI 49053 LCO 7.500 7.235 $1,592.12 360 1-Jan-27 $227,531.01
4551439 MURRYSVILLE PA 15668 SFD 7.375 7.110 $1,519.49 360 1-Dec-26 $219,664.15
4551460 ALPHARETTA GA 30201 SFD 7.625 7.250 $2,257.86 360 1-Jan-27 $318,769.12
4551544 SAN JOSE CA 95138 LCO 7.625 7.250 $2,191.33 360 1-Jan-27 $309,375.92
4551594 IPSWICH MA 01938 SFD 7.625 7.250 $1,734.10 360 1-Dec-26 $244,644.21
4551671 COLLEYVILLE TX 76034 SFD 7.875 7.250 $1,566.15 360 1-Dec-26 $215,601.72
4551683 BALLWIN MO 63021 SFD 7.250 6.985 $1,634.50 360 1-Jan-27 $239,413.08
4551701 DANVILLE CA 94506 SFD 7.875 7.250 $2,326.39 360 1-Jan-27 $320,629.19
4551769 PETALUMA CA 94952 SFD 7.625 7.250 $2,306.00 360 1-Jan-27 $325,564.19
4551771 DANVILLE CA 94526 SFD 7.500 7.235 $2,030.52 360 1-Jan-27 $290,184.48
4551795 CHESTERFIELD MO 63005 SFD 7.375 7.110 $2,072.03 360 1-Jan-27 $299,771.72
4551901 MARIETTA GA 30068 SFD 7.125 6.860 $1,886.42 360 1-Jan-27 $279,776.08
4551945 BEDFORD NY 10506 SFD 7.000 6.735 $2,900.72 360 1-Jan-27 $435,642.61
4551948 DECATUR AL 35603 SFD 6.875 6.610 $1,675.17 360 1-Jan-27 $254,785.77
4551959 SIMI VALLEY CA 93063 SFD 7.125 6.860 $1,589.98 360 1-Jan-27 $235,611.27
4551966 AVON CT 06001 SFD 7.625 7.250 $1,852.30 360 1-Jan-27 $261,110.59
4551996 MIDLAND MI 48460 SFD 7.875 7.250 $2,020.41 360 1-Dec-26 $278,265.20
4552011 RIDGEFIELD CT 06877 SFD 7.000 6.735 $1,653.61 360 1-Dec-26 $248,141.34
4552025 SAN CARLOS CA 94070 SFD 7.375 7.110 $2,276.47 360 1-Jan-27 $329,349.20
4552057 MOUNTAIN LAKES NJ 07046 SFD 7.500 7.235 $2,097.65 360 1-Jan-27 $299,777.35
4552258 NORTH WALES PA 19454 SFD 7.500 7.235 $1,925.64 360 1-Jan-27 $275,195.61
4552290 DULUTH GA 30155 SFD 7.000 6.735 $1,556.81 360 1-Feb-27 $234,000.00
4552296 PITTSFORD NY 14534 SFD 6.625 6.360 $1,965.76 360 1-Dec-26 $306,456.78
4552326 WASHINGTON DC 20212 THS 7.250 6.985 $1,541.72 360 1-Jan-27 $225,823.70
4552394 CHARLOTTE NC 28270 SFD 7.500 7.235 $1,693.15 360 1-Jan-27 $241,970.29
4552581 DANVILLE CA 94506 SFD 7.250 6.985 $3,383.60 360 1-Dec-26 $495,223.80
4552627 MOBILE AL 36600 SFD 7.500 7.235 $1,538.28 360 1-Jan-27 $219,836.72
4552630 ALBUQUERQUE NM 87112 SFD 7.000 6.735 $1,776.36 360 1-Jan-27 $265,961.78
4552668 FULLERTON CA 92835 SFD 7.500 7.235 $2,027.03 360 1-Dec-26 $289,468.35
4552795 POTOMAC MD 20854 SFD 6.750 6.485 $1,816.08 360 1-Jan-27 $279,758.92
4552797 LAKE FOREST CA 92630 SFD 8.375 7.250 $1,846.98 360 1-Dec-26 $242,696.86
4552881 WOODSTOCK GA 30189 SFD 7.375 7.110 $1,951.85 360 1-Jan-27 $282,384.96
4553047 PRINCETON NJ 08550 SFD 7.500 7.235 $1,507.51 360 1-Jan-27 $215,439.99
JUNCTION
4553095 HOUSTON TX 77024 SFD 7.750 7.250 $2,894.31 360 1-Jan-27 $403,714.86
4553100 MORRIS NJ 07961 SFD 7.375 7.110 $2,557.58 360 1-Jan-27 $370,018.22
4553128 CARY NC 27513 SFD 7.500 7.235 $2,712.96 360 1-Jan-27 $387,712.04
4553153 HIGHLANDS RANCH CO 80126 SFD 7.750 7.250 $1,946.50 360 1-Jan-27 $271,508.23
4553174 PLANO TX 75024 SFD 8.000 7.250 $1,798.46 360 1-Dec-26 $244,769.98
4553212 BRIDGEWATER NJ 08807 SFD 7.625 7.250 $1,551.13 360 1-Feb-27 $219,150.00
4553223 FORT LEE NJ 07024 HCO 7.500 7.235 $2,153.59 360 1-Jan-27 $307,771.41
4553228 SHAWNEE MISSION KS 66224 SFD 7.500 7.235 $2,688.27 240 1-Jan-17 $333,097.36
4553251 TRUMBULL CT 06611 SFD 7.500 7.235 $1,664.14 360 1-Feb-27 $238,000.00
4553266 POWELL OH 43065 SFD 7.125 6.860 $1,613.22 360 1-Feb-27 $239,450.00
4553343 FARMINGTON CT 06032 SFD 7.500 7.235 $3,048.58 360 1-Jan-27 $435,676.42
4553388 PHOENIX AZ 85022 SFD 7.625 7.250 $1,780.46 360 1-Jan-27 $251,367.93
4553645 LAGUNA HILLS CA 92653 SFD 7.750 7.250 $2,298.26 360 1-Jan-27 $320,573.57
4553658 CANTON MI 48188 SFD 7.750 7.250 $1,727.99 360 1-Feb-27 $241,200.00
4553732 GURNEE IL 60031 SFD 7.750 7.250 $1,624.83 360 1-Dec-26 $226,478.81
4553759 MOHEGAN LAKE NY 10547 SFD 7.125 6.860 $1,544.17 360 1-Jan-27 $229,016.71
4553832 ATLANTA GA 30328 SFD 7.500 7.235 $1,748.04 360 1-Dec-26 $249,627.72
4553870 MINNETONKA MN 55345 THS 7.250 6.985 $1,670.65 360 1-Dec-26 $244,516.75
4554040 SPRINGFIELD OR 97478 SFD 7.375 7.110 $1,830.29 360 1-Dec-26 $264,595.48
4554116 LEXINGTON KY 40500 SFD 7.250 6.985 $1,739.55 360 1-Jan-27 $254,801.08
4554201 STAMFORD CT 06902 LCO 7.625 7.250 $1,848.05 360 1-Feb-27 $261,100.00
4554309 ALPHARETTA GA 30201 SFD 6.875 6.610 $1,445.25 360 1-Jan-27 $219,815.17
4554349 PLANO TX 75093 SFD 7.125 6.860 $1,778.62 360 1-Jan-27 $263,788.88
4554390 BOTHELL WA 98012 SFD 7.750 7.250 $1,565.01 360 1-Dec-26 $217,986.44
4554484 GLENCOE MO 63038 SFD 7.500 7.235 $1,772.31 240 1-Dec-16 $219,202.90
4554492 WEST LAKELAND MN 55043 SFD 8.125 7.250 $1,670.62 360 1-Dec-26 $224,704.63
4554557 PHOENIX AZ 85048 SFD 7.250 6.985 $1,550.93 360 1-Jan-27 $227,172.64
4554579 SKILLMAN NJ 08558 SFD 7.375 7.110 $2,127.28 360 1-Feb-27 $308,000.00
4554602 FOGELSVILLE PA 18051 SFD 7.625 7.250 $1,826.11 360 1-Jan-27 $257,813.27
4554639 MORRISVILLE NC 27560 SFD 7.500 7.235 $1,773.21 360 1-Feb-27 $253,600.00
4554660 HIGHLAND PARK TX 75205 SFD 7.000 6.735 $3,911.98 360 1-Jan-27 $587,518.02
4554699 DOUGLASVILLE GA 30135 SFD 7.375 7.110 $1,657.63 360 1-Feb-27 $240,000.00
4554714 BROOKLINE MA 02146 SFD 7.500 7.235 $2,097.65 360 1-Jan-27 $299,777.35
4554899 RANDOLPH NJ 07970 SFD 7.375 7.110 $2,569.32 360 1-Jan-27 $371,716.93
4554912 SMYRNA GA 30080 SFD 7.000 6.735 $1,559.47 360 1-Jan-27 $234,207.86
4554935 GREELEY CO 80634 SFD 7.375 7.110 $1,635.52 360 1-Feb-27 $236,800.00
4555003 PLEASANTON CA 94588 SFD 7.500 7.235 $3,286.31 360 1-Jan-27 $469,651.19
4555065 MARIETTA GA 30067 SFD 6.875 6.610 $2,135.02 360 1-Feb-27 $325,000.00
4555074 GRANITE BAY CA 95746 SFD 7.000 6.735 $2,395.09 360 1-Jan-27 $359,704.91
4555207 MISSION VIEJO CA 92692 SFD 7.750 7.250 $1,936.11 360 1-Jan-27 $269,959.25
4555215 SUMMIT NJ 07901 SFD 7.250 6.985 $2,240.95 360 1-Feb-27 $328,500.00
4555241 COPPELL TX 75019 SFD 7.625 7.250 $1,998.81 360 1-Feb-27 $282,400.00
4555302 LOS GATOS CA 95032 SFD 7.500 7.235 $2,936.71 360 1-Jan-27 $419,688.29
4555321 HOUSTON TX 77094 SFD 6.875 6.610 $1,471.53 360 1-Jan-27 $223,811.80
4555440 SUMMIT NJ 07901 SFD 7.375 7.110 $2,417.37 360 1-Jan-27 $349,733.67
4555469 COLORADO SPRINGS CO 80919 SFD 7.250 6.985 $1,472.82 360 1-Jan-27 $215,731.58
4555509 HOUSTON TX 77024 SFD 7.125 6.860 $1,684.30 360 1-Jan-27 $249,800.08
4555552 LONG VALLEY NJ 07853 SFD 6.875 6.610 $1,418.97 360 1-Feb-27 $216,000.00
4555573 GLEN ELLYN IL 60137 SFD 7.250 6.985 $1,548.55 360 1-Jan-27 $226,822.91
4555648 HOUSTON TX 77059 SFD 7.375 7.110 $2,072.03 360 1-Jan-27 $299,771.72
4555877 MCKINNEY TX 75070 SFD 7.250 6.985 $2,237.54 360 1-Dec-26 $327,441.51
4555907 THE WOODLANDS TX 77381 SFD 7.500 7.235 $1,669.73 360 1-Jan-27 $238,622.77
4555960 ALPHARETTA GA 30202 SFD 7.375 7.110 $2,063.05 360 1-Jan-27 $298,472.71
4556054 IRVINE CA 92720 SFD 7.875 7.250 $1,663.50 360 1-Dec-26 $229,108.17
4556155 AUDUBON PA 19403 SFD 7.750 7.250 $1,762.38 360 1-Dec-26 $245,651.62
4556185 WEST WINDSOR P 08550 SFD 7.125 6.860 $2,829.62 360 1-Dec-26 $419,326.27
TOWNSHI NJ
4556218 CARLSBAD CA 92008 SFD 7.375 7.110 $1,699.41 360 1-Jan-27 $245,862.77
4556221 CLAYTON CA 94517 SFD 7.250 6.985 $2,046.53 360 1-Jan-27 $299,765.97
4556274 TIPP CITY OH 45371 SFD 6.875 6.610 $1,418.97 360 1-Jan-27 $214,818.53
4556332 SAN JOSE CA 95120 SFD 7.500 7.235 $2,617.86 360 1-Jan-27 $374,122.14
4556364 ROSWELL GA 30075 SFD 6.625 6.360 $1,385.64 360 1-Jan-27 $216,209.07
4556365 IRVINE CA 92612 SFD 7.625 7.250 $2,434.82 360 1-Dec-26 $343,500.44
4556393 ARVADA CO 80004 SFD 8.125 7.250 $2,505.93 360 1-Jan-27 $337,279.23
4556492 SAN JOSE CA 95124 SFD 7.375 7.110 $2,237.79 360 1-Feb-27 $324,000.00
4556516 CHARLESTOWN IN 47111 SFD 7.875 7.250 $1,667.66 360 1-Jan-27 $229,841.72
4556657 MORGAN HILL CA 95037 SFD 7.875 7.250 $2,316.24 360 1-Jan-27 $319,230.15
4556776 MARIETTA GA 30062 SFD 7.250 6.985 $1,711.24 360 1-Jan-27 $250,654.31
4556791 SAN DIEGO CA 92130 SFD 7.250 6.985 $3,138.02 360 1-Jan-27 $459,641.15
4556836 IRVINE CA 92720 SFD 7.875 7.250 $1,628.15 360 1-Dec-26 $224,239.91
4556937 SALEM OR 97301 SFD 7.750 7.250 $1,850.50 360 1-Jan-27 $258,117.69
4556959 WESTPORT CT 06880 SFD 7.125 6.860 $1,933.58 360 1-Feb-27 $287,000.00
4556990 SOUTHLAKE TX 76092 SFD 7.250 6.985 $1,779.12 360 1-Feb-27 $260,800.00
4557038 SAN JOSE CA 95128 SFD 7.500 7.235 $1,799.78 360 1-Jan-27 $257,208.97
4557040 CONVENT STATION NJ 07960 THS 7.250 6.985 $1,609.94 360 1-Feb-27 $236,000.00
4557162 STRAFFORD PA 19087 SFD 7.500 7.235 $2,265.46 360 1-Feb-27 $324,000.00
4557205 HICKORY NC 28601 SFD 7.375 7.110 $1,554.02 360 1-Feb-27 $225,000.00
4557230 TINICUM PA 18947 SFD 7.250 6.985 $1,637.22 360 1-Jan-27 $239,812.78
4557256 BLUE BELL PA 19422 SFD 7.000 6.735 $2,251.39 360 1-Jan-27 $338,122.61
4557314 AVON CT 06001 SFD 7.500 7.235 $2,709.46 360 1-Jan-27 $387,212.42
4557349 CROWNSVILLE MD 21032 SFD 7.500 7.235 $1,566.25 360 1-Jan-27 $223,833.75
4557507 APPLE VALLEY MN 55124 SFD 6.875 6.610 $1,438.68 360 1-Feb-27 $219,000.00
4557597 EAST BAY MI 49684 SFD 7.250 6.985 $1,902.59 360 1-Jan-27 $278,682.43
4557623 RANCHO PALOS CA 90275 SFD 7.375 7.110 $2,585.89 360 1-Feb-27 $374,400.00
VERDES
4557765 HOLMDEL NJ 07733 SFD 7.125 6.860 $3,537.03 360 1-Feb-27 $525,000.00
4557773 TRUMBULL CT 06611 SFD 7.375 7.110 $2,641.84 360 1-Jan-27 $382,108.94
4557822 REDWOOD CITY CA 94062 SFD 7.750 7.250 $3,352.81 360 1-Jan-27 $467,669.69
4557832 KINNELON NJ 07405 SFD 7.125 6.860 $1,697.78 360 1-Jan-27 $251,798.47
4558008 NEWPORT COAST CA 92657 PUD 7.375 7.110 $3,252.39 360 1-Feb-27 $470,900.00
4558103 SOUTHLAKE TX 76092 SFD 7.250 6.985 $1,586.75 360 1-Jan-27 $232,418.54
4558223 THOUSAND OAKS CA 91362 SFD 7.500 7.235 $1,806.78 360 1-Jan-27 $258,208.22
4558346 JOHNSON CITY TN 37601 SFD 7.125 6.860 $1,482.19 360 1-Feb-27 $220,000.00
4558378 PRINCETON NJ 08550 SFD 7.125 6.860 $1,697.78 360 1-Feb-27 $252,000.00
JUNCTION
4558592 PLEASANTON CA 94588 PUD 7.375 7.110 $1,509.13 360 1-Jan-27 $218,333.73
4558620 LOS ALTOS CA 94022 SFD 7.000 6.735 $2,328.56 360 1-Jan-27 $349,692.86
4558706 HOUSTON TX 77024 SFD 7.000 6.735 $1,729.79 360 1-Jan-27 $259,786.88
4558742 DANVILLE CA 94526 PUD 7.250 6.985 $2,176.15 360 1-Jan-27 $318,751.14
4558744 SAN JOSE CA 95120 SFD 7.625 7.250 $1,964.13 360 1-Jan-27 $277,299.15
4558832 MATTHEWS NC 28105 SFD 7.875 7.250 $1,633.22 360 1-Jan-27 $225,094.98
4558846 SOUTHLAKE TX 76092 SFD 8.250 7.250 $1,656.92 360 1-Jan-27 $220,409.36
4558866 IRVINE CA 92715 LCO 7.375 7.110 $1,675.24 360 1-Jan-27 $242,365.43
4558896 DULUTH GA 30155 SFD 6.875 6.610 $1,445.25 360 1-Feb-27 $220,000.00
4559023 CUPERTINO CA 95014 SFD 7.000 6.735 $3,991.82 360 1-Feb-27 $600,000.00
4559254 MARIETTA GA 30062 SFD 7.125 6.860 $1,812.31 360 1-Jan-27 $268,784.88
4559364 PLEASANTON CA 94566 SFD 7.250 6.985 $3,148.25 360 1-Jan-27 $460,749.98
4559404 PORTLAND OR 97229 SFD 7.625 7.250 $2,066.05 360 1-Feb-27 $291,900.00
4559434 ADDISON TX 75240 SFD 7.000 6.735 $1,962.65 360 1-Jan-27 $293,619.98
4559435 KATY TX 77450 SFD 7.000 6.735 $2,001.23 360 1-Jan-27 $300,553.44
4559437 MARSHFIELD MA 02050 SFD 7.125 6.860 $1,940.31 360 1-Feb-27 $288,000.00
4559491 DULUTH GA 30136 SFD 6.875 6.610 $1,455.76 360 1-Jan-27 $221,413.82
4559494 SKOKIE IL 60076 SFD 7.875 7.250 $1,740.17 360 1-Jan-27 $239,834.83
4559720 MILL VALLEY CA 94941 LCO 7.250 6.985 $1,666.22 360 1-Feb-27 $244,250.00
4559727 MEMPHIS TN 38125 SFD 7.000 6.735 $1,463.67 360 1-Jan-27 $219,819.66
4559863 LA GRANGE IL 60525 SFD 7.000 6.735 $1,735.11 360 1-Jan-27 $260,586.22
4559920 AUSTIN TX 78730 PUD 8.625 7.250 $2,083.70 360 1-Jan-27 $267,741.83
4559941 PLANO TX 75093 SFD 7.500 7.235 $2,447.26 360 1-Jan-27 $349,740.24
4559964 NAPERVILLE IL 60565 SFD 7.750 7.250 $1,905.66 360 1-Jan-27 $265,812.26
4559978 BOULDER CO 80301 SFD 7.375 7.110 $2,264.73 360 1-Feb-27 $327,900.00
4560074 NORTHAMPTON MA 01060 SFD 7.125 6.860 $1,649.27 360 1-Jan-27 $244,603.83
4560085 BELLEVUE WA 98006 SFD 7.125 6.860 $2,080.45 360 1-Jan-27 $308,553.05
4560140 DANVILLE CA 94506 SFD 7.625 7.250 $2,158.78 360 1-Jan-27 $304,779.24
4560421 LEAWOOD KS 66224 SFD 6.875 6.610 $1,477.77 360 1-Feb-27 $224,950.00
4560456 COPPELL TX 75019 SFD 6.875 6.610 $1,839.41 360 1-Jan-27 $279,764.76
4560474 EDEN PRAIRIE MN 55347 SFD 7.125 6.860 $1,616.93 360 1-Jan-27 $239,808.07
4560555 ALPHARETTA GA 30202 SFD 7.125 6.860 $1,773.57 360 1-Jan-27 $263,039.48
4560655 ROCHESTER MN 55902 SFD 7.500 7.235 $1,789.99 360 1-Jan-27 $255,810.01
4560692 CASTLE ROCK CO 80104 SFD 7.000 6.735 $1,829.59 360 1-Jan-27 $274,774.58
4560836 IRVINE CA 92620 SFD 7.875 7.250 $1,977.26 360 1-Jan-27 $272,512.33
4560922 NEW FAIRFIELD CT 06812 SFD 7.125 6.860 $1,616.93 360 1-Jan-27 $239,808.07
4561199 NAPERVILLE IL 60564 SFD 7.125 6.860 $2,179.48 360 1-Feb-27 $323,500.00
4561202 ANDOVER MA 01810 SFD 7.250 6.985 $2,442.20 360 1-Feb-27 $358,000.00
4561299 SAN DIEGO CA 92131 SFD 6.875 6.610 $1,478.09 360 1-Jan-27 $224,810.97
4561502 HERNDON VA 22071 SFD 7.625 7.250 $1,698.71 360 1-Jan-27 $239,826.29
4561531 SCOTSDALE AZ 85331 SFD 7.500 7.235 $2,038.91 360 1-Jan-27 $291,383.59
4561721 SCOTTSDALE AZ 85258 SFD 7.500 7.235 $1,573.24 360 1-Jan-27 $224,833.01
4561863 AURORA CO 80015 SFD 7.000 6.735 $2,594.68 360 1-Jan-27 $389,680.32
4561995 BASKING RIDGE NJ 07920 SFD 7.375 7.110 $2,072.03 360 1-Feb-27 $300,000.00
4562060 THOUSAND OAKS CA 91362 SFD 7.250 6.985 $1,882.81 360 1-Feb-27 $276,000.00
4562278 DOVE CANYON CA 92679 SFD 7.500 7.235 $1,535.48 360 1-Jan-27 $219,437.02
4562324 ALPHARETTA GA 30202 SFD 7.625 7.250 $1,698.71 360 1-Jan-27 $239,826.29
4562396 LOS ALTOS CA 94022 SFD 7.250 6.985 $3,765.62 360 1-Jan-27 $551,569.38
4562439 LAKE FOREST IL 60045 SFD 7.125 6.860 $2,436.17 360 1-Feb-27 $361,600.00
4562699 CYPRESS TX 77429 SFD 7.000 6.735 $1,889.46 360 1-Feb-27 $284,000.00
4562862 SAN LUIS OBISPO CA 93401 SFD 7.500 7.235 $2,167.57 360 1-Feb-27 $310,000.00
4562891 MOUNTAIN VIEW CA 94040 SFD 7.250 6.985 $3,329.03 360 1-Feb-27 $488,000.00
4562937 ZIONSVILLE IN 46077 SFD 7.000 6.735 $2,395.09 360 1-Jan-27 $359,704.91
4563005 FRANKLIN MA 02038 SFD 7.375 7.110 $1,864.83 360 1-Feb-27 $270,000.00
4563058 NORCROSS GA 30092 SFD 7.250 6.985 $1,664.52 360 1-Feb-27 $244,000.00
4563167 ARLINGTON VA 22209 THS 7.500 7.235 $3,020.61 360 1-Jan-27 $431,679.39
4563489 CHESTERFIELD MO 63005 PUD 7.750 7.250 $1,851.21 360 1-Jan-27 $258,217.62
4563564 WOODINVILLE WA 98072 SFD 8.250 7.250 $3,582.04 360 1-Jan-27 $476,495.96
4563908 LIVERMORE CA 94550 SFD 8.125 7.250 $2,190.37 360 1-Feb-27 $295,000.00
4564263 GROTON CT 06340 SFD 7.125 6.860 $1,482.19 360 1-Feb-27 $220,000.00
4564343 CARY NC 27513 SFD 7.375 7.110 $2,210.17 360 1-Feb-27 $320,000.00
4564560 ROSWELL GA 30075 SFD 8.125 7.250 $1,707.01 360 1-Feb-27 $229,900.00
4564615 CALABASAS CA 91302 SFD 8.750 7.250 $2,323.72 360 1-Jan-27 $295,205.06
4565161 LONG VALLEY NJ 07853 SFD 7.625 7.250 $1,716.40 360 1-Feb-27 $242,500.00
4565241 FREMONT CA 94539 SFD 7.000 6.735 $3,991.82 360 1-Feb-27 $600,000.00
4565402 ALPHARETTA GA 30201 SFD 7.750 7.250 $2,047.15 360 1-Jan-27 $285,548.32
4565897 EDEN PRAIRIE MN 55347 SFD 8.750 7.250 $3,020.93 360 1-Feb-27 $384,000.00
4566186 NEWTOWN CT 06470 SFD 7.500 7.235 $2,202.53 360 1-Feb-27 $315,000.00
4566497 HOUSTON TX 77059 SFD 7.500 7.235 $2,076.67 360 1-Jan-27 $296,779.58
4566602 LAFAYETTE CA 94549 SFD 7.125 6.860 $2,398.44 360 1-Feb-27 $356,000.00
$183,590,164.45
COUNT: 622
WAC: 7.6124
WAM: 357.7723
WALTV: 78.8459
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN ZIP PROPERTY INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER CITY STATE CODE TYPE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3558757 MAPLEWOOD MN 55109 SFD 80.00 0.250 0.015 0.000
3576306 WAIPAHU HI 96797 LCO 87.41 GD 7YR 06 0.250 0.015 0.235
4471582 SARATOGA CA 95070 SFD 64.77 0.250 0.015 0.110
4488924 CRYSTAL LAKE IL 60012 SFD 80.00 0.250 0.015 0.235
4501045 PONTE VEDRA BEACH FL 32082 SFD 89.80 GD 2YR 0.250 0.015 0.235
4501813 SCOTTSDALE AZ 85255 SFD 90.00 33 0.250 0.015 0.000
4502857 LEAWOOD KS 66209 SFD 72.54 0.250 0.015 0.000
4504491 CHANDLER AZ 85248 SFD 85.00 0.250 0.015 0.610
4505226 MENDHAM NJ 07926 SFD 67.74 0.250 0.015 0.000
4508767 CONCORD NC 28025 SFD 59.36 0.250 0.015 0.000
4509992 WILDWOOD MO 63038 SFD 90.00 0.250 0.015 0.110
4512554 WEST CHESTER PA 19380 SFD 95.00 0.250 0.015 0.735
4513399 LANDER WY 82520 SFD 74.17 0.250 0.015 0.110
4513881 FARMINGTON NM 87401 SFD 80.00 0.250 0.015 0.000
4514952 COLUMBIA MD 21044 SFD 79.13 0.250 0.015 0.000
4515708 SCOTTSDALE AZ 85259 SFD 79.99 0.250 0.015 0.485
4516037 ATLANTA GA 30328 SFD 75.00 0.250 0.015 0.000
4516242 IRVINE CA 92619 SFD 80.00 GD 6YR 0.250 0.015 0.485
4517214 YARDLEY PA 19067 SFD 79.99 0.250 0.015 0.360
4518464 CHARLOTTE NC 28277 SFD 80.00 0.250 0.015 0.000
4518905 HOLLIS NH 03049 SFD 69.23 0.250 0.015 0.110
4521788 BASKING RIDGE NJ 07920 SFD 73.96 0.250 0.015 0.000
4521793 LANSDALE PA 19446 SFD 79.99 0.250 0.015 0.360
4522775 ANAHEIM CA 92808 SFD 94.98 33 0.250 0.015 0.485
4523255 ASHBURN VA 22011 SFD 76.71 0.250 0.015 0.000
4523753 RANDOLPH NJ 07869 SFD 80.00 GD 3YR 0.250 0.015 0.000
4523972 SARATOGA CA 95070 SFD 78.21 0.250 0.015 0.235
4524341 PITTSFORD NY 14534 SFD 77.01 GD 3YR 0.250 0.015 0.000
4524503 MONUMENT CO 80132 SFD 90.00 0.250 0.015 0.735
4525065 HOPEWELL JUNCTION NY 12533 SFD 80.00 0.250 0.015 0.485
4525136 BASKING RIDGE NJ 07920 SFD 53.33 0.250 0.015 0.000
4525235 JACKSONVILLE FL 32224 SFD 80.00 0.250 0.015 0.000
4525514 MANALAPAN NJ 07726 SFD 64.52 0.250 0.015 0.735
4526222 DANVILLE CA 94506 SFD 74.99 GD 3YR 0.250 0.015 0.235
4526513 AMBLER PA 19002 SFD 66.18 0.250 0.015 0.000
4527324 SCOTTSDALE AZ 85254 SFD 79.99 0.250 0.015 0.110
4527332 STORMVILLE NY 12582 SFD 78.75 GD 5YR 0.250 0.015 0.235
4527537 HOOVER AL 35242 SFD 53.29 0.250 0.015 0.000
4527859 VIENNA VA 22181 SFD 79.99 0.250 0.015 0.000
4527913 GURNEE IL 60031 SFD 89.75 0.250 0.015 0.000
4528895 FREEHOLD NJ 07728 SFD 79.99 0.250 0.015 0.000
4528900 NEWARK DE 19711 SFD 84.66 0.250 0.015 0.000
4528977 MILLSTONE NJ 08510 SFD 79.99 GD 3YR 0.250 0.015 0.000
4529295 HEATH TX 75087 SFD 71.55 0.250 0.015 0.000
4529323 FOGELSVILLE PA 18051 SFD 77.46 0.250 0.015 0.110
4529806 PLEASANTON CA 94566 SFD 80.00 0.250 0.015 0.000
4529886 IPSWICH MA 01938 PUD 76.01 0.250 0.015 0.000
4529939 DRAPER UT 84020 SFD 79.03 0.250 0.015 0.000
4530790 VICTOR NY 14534 SFD 60.71 0.250 0.015 0.000
4530799 MONROE CT 06468 SFD 89.99 0.250 0.015 0.610
4530945 VIENNA VA 22182 SFD 80.00 0.250 0.015 0.000
4531044 SUDBURY MA 01776 SFD 83.24 0.250 0.015 0.235
4531129 OLD GREENWICH CT 06870 SFD 80.00 0.250 0.015 0.000
4531280 HARLEYSVILLE PA 19438 SFD 79.75 0.250 0.015 0.485
4531476 ROCKAWAY NJ 07866 SFD 59.63 0.250 0.015 0.000
4532359 NOVI MI 48375 SFD 71.00 0.250 0.015 0.235
4532452 CLAYTON CA 94517 SFD 64.38 GD 3YR 0.250 0.015 0.000
4532521 THE WOODLANDS TX 77381 SFD 79.99 0.250 0.015 0.360
4532551 IRVING TX 75063 SFD 65.00 0.250 0.015 0.610
4532554 SMYRNA GA 30082 SFD 89.86 0.250 0.015 0.235
4532639 BETHESDA MD 20813 SFD 80.00 0.250 0.015 0.000
4532715 RALEIGH NC 27613 SFD 95.00 0.250 0.015 0.735
4532855 REDLANDS CA 92373 SFD 89.96 0.250 0.015 0.235
4533928 FAYETTEVILLE AR 72703 SFD 84.35 33 0.250 0.015 0.000
4534486 RICHBORO PA 18954 SFD 79.94 0.250 0.015 0.110
4534492 WYCKOFF NJ 07481 SFD 72.46 0.250 0.015 0.860
4534705 MCMURRAY PA 15317 SFD 90.00 0.250 0.015 0.110
4534715 HUNTERSVILLE NC 28078 SFD 94.99 0.250 0.015 0.860
4534806 BREA CA 92821 SFD 94.88 GD 5YR 0.250 0.015 0.360
4534834 NOVATO CA 94949 SFD 78.17 GD 3YR 0.250 0.015 0.735
4535115 WYNDMOOR PA 19038 SFD 73.17 0.250 0.015 0.485
4535491 BRENTWOOD CA 94513 SFD 90.00 33 0.250 0.015 0.360
4535747 OAKLAND CA 94619 SFD 80.00 GD 8YR 0.250 0.015 0.000
4536055 BELLEVUE WA 98007 SFD 90.00 0.250 0.015 0.860
4536283 SHREWSBURY MA 01545 SFD 90.00 GD 4YR 0.250 0.015 0.360
4536676 PENFIELD NY 14526 SFD 89.99 0.250 0.015 0.485
4536722 TEWKSBURY NJ 07830 SFD 40.00 0.250 0.015 0.000
4536779 SAN ANTONIO TX 78248 SFD 79.99 0.250 0.015 0.985
4536833 NOVI MI 48374 SFD 76.04 GD 2YR 0.250 0.015 0.000
4537065 YORBA LINDA CA 92687 SFD 84.99 GD 4YR 0.250 0.015 0.000
4537148 SCOTCH PLAINS NJ 07076 SFD 86.96 33 0.250 0.015 0.000
4537504 IRVINE CA 92620 SFD 90.00 GD 3YR 0.250 0.015 0.110
4537876 CHARLOTTE NC 28277 SFD 75.02 0.250 0.015 0.110
4537972 FORT LAUDERDALE FL 33327 SFD 80.00 0.250 0.015 0.735
4537994 SPRINGBORO OH 45066 SFD 80.00 0.250 0.015 0.360
4538224 REDONDO BEACH CA 90277 SFD 80.00 0.250 0.015 0.735
4538238 PHOENIXVILLE PA 19460 SFD 90.00 0.250 0.015 0.735
4538287 MARS PA 16046 SFD 80.00 0.250 0.015 0.000
4538297 HOUSTON TX 77059 SFD 69.51 0.250 0.015 0.360
4538371 GREENSBORO NC 27455 SFD 64.00 0.250 0.015 0.110
4538409 DOYLESTOWN PA 18901 SFD 75.96 0.250 0.015 0.235
4538544 PITTSTOWN NJ 08867 SFD 89.78 0.250 0.015 0.360
4538586 COTO DE CAZA CA 92679 SFD 76.13 GD 3YR 0.250 0.015 0.000
4538665 BRIDGEWATER TWP NJ 08807 SFD 74.60 0.250 0.015 0.235
4538735 BREA CA 92821 SFD 80.00 GD 6YR 0.250 0.015 0.235
4538777 HALF MOON BAY CA 94019 SFD 89.35 GD 3YR 0.250 0.015 0.485
4538782 WEST CHESTER PA 19382 SFD 81.48 0.250 0.015 0.000
4538873 DANVILLE CA 94526 SFD 59.24 GD 8YR 0.250 0.015 0.235
4539007 SAN RAMON CA 94583 PUD 95.00 GD 4YR 0.250 0.015 0.610
4539261 AUSTIN TX 78746 SFD 80.00 0.250 0.015 0.735
4539272 MORGAN HILL CA 95037 SFD 90.00 33 0.250 0.015 0.360
4539327 ROCKVILLE MD 20852 SFD 80.00 GD 6YR 0.250 0.015 0.360
4539334 RIDGEFIELD CT 06877 SFD 89.99 GD 3YR 0.250 0.015 0.485
4539340 EASTON CT 06612 SFD 80.00 0.250 0.015 0.235
4539355 FOXBOROUGH MA 02035 SFD 79.99 0.250 0.015 0.235
4539461 VIENNA VA 22182 SFD 75.00 0.250 0.015 0.110
4539544 LIBERTYVILLE IL 60048 SFD 67.70 0.250 0.015 0.110
4539717 STAMFORD CT 06903 SFD 80.00 GD 3YR 0.250 0.015 0.000
4539822 MARIETTA GA 30062 SFD 80.00 0.250 0.015 0.110
4539846 FAIRFIELD CT 06430 SFD 80.00 0.250 0.015 0.360
4540014 ROSWELL GA 30075 SFD 71.43 0.250 0.015 0.735
4540048 ALPHARETTA GA 30201 SFD 79.98 0.250 0.015 0.485
4540201 SAN RAFAEL CA 94901 SFD 87.19 GD 6YR 0.250 0.015 0.735
4540214 ALBUQUERQUE NM 87122 SFD 77.17 0.250 0.015 0.985
4540316 NAPERVILLE IL 60564 SFD 80.00 0.250 0.015 0.000
4540434 MCLEAN VA 22101 SFD 89.99 33 0.250 0.015 0.110
4540447 LONG VALLEY NJ 07853 SFD 80.00 0.250 0.015 0.000
4540524 RICHMOND VA 23230 SFD 80.00 0.250 0.015 0.235
4540587 LONG GROVE IL 60047 SFD 80.00 0.250 0.015 0.000
4540616 WRENTHAM MA 02093 SFD 77.42 0.250 0.015 0.000
4540640 CHATHAM NJ 07928 SFD 60.98 0.250 0.015 0.110
4540649 RIDGEFIELD CT 06877 SFD 67.86 0.250 0.015 0.860
4540690 GRAPEVINE TX 76051 SFD 89.99 0.250 0.015 0.485
4540693 LOUISVILLE KY 40245 SFD 79.98 0.250 0.015 0.360
4540712 CARMEL IN 46032 SFD 77.09 0.250 0.015 0.360
4540715 NORTH WALES PA 19454 SFD 90.00 0.250 0.015 0.610
4540785 VALENCIA CA 91354 SFD 79.99 0.250 0.015 0.000
4540883 RIDGEFIELD CT 06877 SFD 79.99 GD 3YR 0.250 0.015 0.610
4540899 NOVI MI 48374 SFD 80.00 0.250 0.015 0.485
4540908 YORBA LINDA CA 92886 SFD 83.87 GD 5YR 33 0.250 0.015 0.360
4540916 SAN RAMON CA 94583 SFD 68.24 GD 5YR 0.250 0.015 0.235
4540934 NEW FAIRFIELD CT 06812 SFD 79.64 GD 3YR 0.250 0.015 0.610
4540939 MIAMI FL 33133 SFD 85.00 33 0.250 0.015 0.110
4541017 BEDMINSTER NJ 07921 SFD 71.75 0.250 0.015 0.110
4541070 MEQUON WI 53092 SFD 80.00 0.250 0.015 0.000
4541167 HUNTINGTON BEACH CA 92646 SFD 86.58 0.250 0.015 0.360
4541226 BOULDER CO 80301 SFD 79.81 0.250 0.015 0.110
4541253 SMYRNA GA 30080 SFD 89.98 0.250 0.015 0.110
4541309 LIVERMORE CA 94550 SFD 73.59 GD 3YR 0.250 0.015 0.235
4541411 ARVADA CO 80007 SFD 80.00 0.250 0.015 0.485
4541473 CHESTER SPRINGS PA 19425 SFD 59.32 0.250 0.015 0.000
4541496 CASTRO VALLEY CA 94552 SFD 79.99 GD 6YR 0.250 0.015 0.610
4541536 HAMPTON NJ 08827 SFD 80.00 0.250 0.015 0.860
4541556 LYNCHBURG VA 24503 SFD 80.00 0.250 0.015 0.610
4541591 SAN RAMON CA 94583 SFD 90.00 GD 3YR 0.250 0.015 0.360
4541601 LITITZ PA 17543 SFD 73.68 0.250 0.015 0.360
4541633 GLENDORA CA 91741 SFD 90.00 0.250 0.015 0.985
4541650 DANVILLE CA 94506 SFD 57.52 GD 5YR 0.250 0.015 0.000
4541712 BRANCHBURG NJ 08876 SFD 69.88 0.250 0.015 0.000
4541742 PRINCETON NJ 08542 SFD 79.93 0.250 0.015 0.735
4541749 RESTON VA 20190 SFD 80.00 0.250 0.015 0.235
4541781 ACTON MA 01720 SFD 80.00 0.250 0.015 0.860
4541876 DANVILLE CA 94526 SFD 89.99 GD 5YR 0.250 0.015 0.735
4541879 WINTER HAVEN FL 33884 SFD 89.45 0.250 0.015 0.360
4541892 CHESHIRE CT 06410 SFD 90.00 33 0.250 0.015 0.360
4541894 LIBERTYVILLE IL 60048 SFD 58.75 GD 3YR 0.250 0.015 0.610
4541906 HOLLYWOOD FL 33019 SFD 80.00 0.250 0.015 0.235
4541954 WESTERVILLE OH 43082 SFD 90.34 0.250 0.015 0.735
4542017 SOUTHLAKE TX 76092 SFD 89.99 0.250 0.015 0.735
4542103 SAN RAMON CA 94583 PUD 80.00 GD 7YR 0.250 0.015 0.235
4542104 SAN RAMON CA 94583 SFD 89.99 GD 5YR 0.250 0.015 0.000
4542126 LAGUNA HILLS CA 92653 SFD 76.53 GD 3YR 0.250 0.015 0.735
4542146 BURNSVILLE MN 55337 SFD 80.00 0.250 0.015 0.000
4542237 DANVILLE CA 94506 SFD 70.76 0.250 0.015 0.235
4542289 RIDGEFIELD CT 06877 SFD 40.53 GD 3YR 0.250 0.015 0.360
4542346 ROCHESTER MI 48306 SFD 75.77 0.250 0.015 0.000
4542429 YORKTOWN HEIGHTS NY 10598 SFD 72.99 0.250 0.015 0.360
4542434 WOODBRIDGE CT 06525 SFD 63.31 GD 1YR 0.250 0.015 0.000
4542485 BELFAST ME 04915 SFD 79.99 0.250 0.015 0.485
4542504 BROOKFIELD CT 06804 SFD 80.00 GD 5YR 0.250 0.015 0.610
4542550 UNION KY 41091 SFD 55.67 0.250 0.015 0.000
4542551 FRANKLIN TN 37067 SFD 89.42 GD 3YR 0.250 0.015 0.000
4542559 RINGOES NJ 08551 SFD 78.60 0.250 0.015 0.000
4542565 WOODSTOCK GA 30189 SFD 80.00 0.250 0.015 0.000
4542669 ROCHESTER HILLS MI 48309 SFD 87.18 33 0.250 0.015 0.360
4542670 ATLANTA GA 30309 SFD 75.00 0.250 0.015 1.110
4542711 PLEASANTON CA 94588 SFD 90.00 0.250 0.015 0.985
4542717 NORTHBROOK IL 60062 SFD 60.73 GD 3YR 0.250 0.015 0.610
4542748 WEST BLOOMFIELD MI 48234 SFD 79.97 GD 3YR 0.250 0.015 0.235
4542783 ALPHARETTA GA 30202 SFD 79.98 0.250 0.015 0.360
4542808 DANVILLE CA 94526 SFD 61.17 GD 6YR 0.250 0.015 0.110
4542830 ROUND ROCK TX 78664 SFD 75.27 0.250 0.015 0.735
4542983 DENVILLE NJ 07834 SFD 80.00 GD 5YR 0.250 0.015 0.610
4543018 YARDLEY PA 19067 SFD 82.69 0.250 0.015 0.360
4543044 COPPELL TX 75019 SFD 83.72 0.250 0.015 0.000
4543046 DOYLESTOWN PA 18901 SFD 84.68 0.250 0.015 0.610
4543064 SHERMAN CT 06784 SFD 80.00 0.250 0.015 0.360
4543081 LAKE OSWEGO OR 97034 SFD 69.70 0.250 0.015 0.000
4543099 BREWSTER NY 10509 SFD 85.00 GD 4YR 33 0.250 0.015 0.735
4543126 MONROE CT 06468 SFD 90.00 0.250 0.015 0.235
4543127 CAMARILLO CA 93012 SFD 79.14 0.250 0.015 0.235
4543145 EVERGREEN CO 80439 SFD 89.90 0.250 0.015 0.110
4543211 LIBERTYVILLE IL 60048 SFD 78.14 GD 5YR 0.250 0.015 0.485
4543222 BARRINGTON IL 60010 SFD 73.83 0.250 0.015 0.235
4543257 UPPER SADDLE NJ 07458 SFD 38.27 GD 1YR 0.250 0.015 0.235
RIVER
4543440 HUNTINGTON BEACH CA 92648 SFD 90.00 GD 3YR 0.250 0.015 0.110
4543471 OAK PARK IL 60302 SFD 80.00 0.250 0.015 0.360
4543482 DEERFIELD IL 60015 THS 87.49 0.250 0.015 0.485
4543525 ATLANTA GA 30331 SFD 95.00 0.250 0.015 1.235
4543588 BRIDGEWATER NJ 08807 SFD 80.00 0.250 0.015 0.000
4543633 NAPERVILLE IL 60540 SFD 79.91 GD 3YR 0.250 0.015 0.235
4543635 HINSDALE IL 60521 SFD 80.00 GD 5YR 0.250 0.015 0.000
4543643 READINGTON NJ 08822 SFD 90.00 0.250 0.015 0.985
4543644 MILL VALLEY CA 94941 SFD 80.00 GD 3YR 0.250 0.015 0.235
4543666 COLLEYVILLE TX 76034 SFD 90.00 GD 5YR 0.250 0.015 0.735
4543669 RANDOLPH NJ 07869 SFD 76.62 0.250 0.015 0.110
4543690 ORLANDO FL 32835 SFD 72.31 0.250 0.015 0.235
4543739 PONCHATOULA LA 70454 SFD 90.00 0.250 0.015 0.610
4543781 BOOTHWYN PA 19061 SFD 86.29 0.250 0.015 0.000
4543788 AMBLER PA 19002 SFD 80.00 0.250 0.015 0.000
4543792 DANVILLE CA 94506 SFD 67.57 GD 3YR 0.250 0.015 0.110
4543832 SKILLMAN NJ 08558 SFD 80.00 GD 3YR 0.250 0.015 0.485
4543852 GLASTONBURY CT 06033 SFD 76.27 0.250 0.015 0.000
4543855 SCOTTSDALE AZ 85254 SFD 94.99 0.250 0.015 0.610
4543896 MOORPARK CA 93021 SFD 80.00 GD 1YR 0.250 0.015 0.360
4543956 MERRITT ISLAND FL 32953 SFD 80.00 0.250 0.015 0.735
4543967 CHICAGO IL 60614 HCO 71.43 0.250 0.015 0.235
4544039 WILMETTE IL 60091 SFD 79.83 0.250 0.015 0.110
4544065 CHARLOTTE NC 28277 SFD 80.00 0.250 0.015 0.235
4544066 HO-HO-KUS NJ 07423 SFD 80.00 0.250 0.015 0.360
4544076 CUMMING GA 30131 SFD 94.99 33 0.250 0.015 0.360
4544093 SUGAR LAND TX 77479 SFD 60.22 0.250 0.015 0.235
4544184 PLEASANTON CA 94588 SFD 92.06 GD 3YR 0.250 0.015 0.485
4544188 NAPERVILLE IL 60564 SFD 80.00 0.250 0.015 0.360
4544230 NORMAN OK 73072 SFD 90.00 12 0.250 0.015 0.860
4544233 CAVECREEK AZ 85331 SFD 80.00 0.250 0.015 0.610
4544246 LAWRENCEVILLE NJ 08648 SFD 71.43 GD 3YR 0.250 0.015 0.360
4544250 SHELTON WA 98584 SFD 64.79 0.250 0.015 0.360
4544356 AMHERST OH 44001 SFD 95.00 0.250 0.015 0.485
4544379 AVON CT 06001 SFD 56.99 0.250 0.015 0.000
4544421 DANA POINT CA 92629 SFD 90.00 GD 3YR 0.250 0.015 0.360
4544437 WOODINVILLE WA 98072 SFD 68.97 0.250 0.015 0.360
4544441 THE WOODLANDS TX 77382 SFD 80.00 0.250 0.015 0.860
4544584 LINCOLNSHIRE IL 60069 SFD 85.00 33 0.250 0.015 0.360
4544598 DUNWOODY GA 30338 SFD 79.99 0.250 0.015 1.235
4544627 CINCINNATI OH 45208 SFD 73.68 0.250 0.015 0.360
4544693 NORTH ANDOVER MA 01845 SFD 79.99 0.250 0.015 0.000
4544702 GRANITE BAY CA 95746 SFD 80.00 GD 6YR 0.250 0.015 0.110
4544745 CARLSBAD CA 92009 SFD 80.00 0.250 0.015 0.360
4544778 YORBA LINDA CA 92886 SFD 66.28 0.250 0.015 0.360
4544791 APEX NC 27502 SFD 89.86 0.250 0.015 1.110
4544835 BASKING RIDGE NJ 07920 SFD 56.30 0.250 0.015 0.235
4544859 BELLE MEAD NJ 08502 SFD 68.96 0.250 0.015 0.110
4544863 CLAYTON CA 94517 SFD 74.87 GD 6YR 0.250 0.015 0.110
4544887 NAPERVILLE IL 60564 SFD 68.55 0.250 0.015 0.000
4544896 MOORPARK CA 93021 SFD 85.86 GD 6YR 0.250 0.015 0.485
4544912 MARTINSVILLE NJ 08836 SFD 58.14 0.250 0.015 0.110
4544976 TOPSFIELD MA 01983 SFD 52.04 0.250 0.015 0.360
4545012 DALLAS PA 18612 SFD 90.00 0.250 0.015 0.735
4545022 LAFAYETTE CA 94549 SFD 69.23 GD 7YR 0.250 0.015 0.000
4545043 RYE NY 10580 SFD 80.00 FX30YR 0.250 0.015 0.485
4545046 AUSTIN TX 78733 SFD 80.00 0.250 0.015 0.110
4545053 SAN FRANCISCO CA 94114 SFD 89.89 GD 3YR 0.250 0.015 0.360
4545108 WEST HARRISON NY 10604 SFD 80.00 0.250 0.015 0.000
4545109 UPPER MONTCLAIR NJ 07043 SFD 80.00 GD 5YR 0.250 0.015 0.000
4545153 HILLSBOROUGH NJ 08876 SFD 90.00 0.250 0.015 0.360
4545160 KIRKLAND WA 98033 SFD 77.78 0.250 0.015 0.360
4545186 WEST HILLS CA 91304 SFD 69.83 0.250 0.015 0.000
4545189 HOUSTON TX 77077 SFD 58.82 0.250 0.015 0.360
4545215 ASHBURN VA 22011 SFD 90.00 GD 4YR 33 0.250 0.015 0.235
4545226 WEST CHESTER OH 45069 SFD 80.00 0.250 0.015 0.110
4545290 MILLERSVILLE MD 21108 SFD 82.80 GD 5YR 0.250 0.015 0.360
4545306 GAITHERSBURG MD 20882 SFD 79.00 GD 3YR 0.250 0.015 0.235
4545313 CAMARILLO CA 93010 SFD 80.00 0.250 0.015 0.110
4545328 HIGH BRIDGE NJ 08829 SFD 80.00 GD 4YR 0.250 0.015 0.485
4545391 ALPHARETTA GA 30201 SFD 74.68 0.250 0.015 0.110
4545426 GREENSBORO NC 27455 SFD 76.56 0.250 0.015 0.000
4545442 PHOENIX AZ 85044 SFD 90.00 0.250 0.015 0.360
4545446 CARLSBAD CA 92008 SFD 80.00 0.250 0.015 0.110
4545448 SAN RAMON CA 94583 SFD 85.00 GD 5YR 0.250 0.015 0.360
4545467 GLENCOE IL 60022 SFD 72.27 0.250 0.015 0.360
4545529 HUNTINGTON BEACH CA 92649 SFD 80.00 0.250 0.015 0.860
4545532 WAKE FOREST NC 27587 SFD 80.00 0.250 0.015 0.610
4545564 WESTLAKE VILLAGE CA 91361 SFD 95.00 0.250 0.015 0.610
4545565 SAN DIEGO CA 92128 SFD 94.99 GD 3YR 0.250 0.015 0.985
4545659 CARY NC 27513 SFD 69.62 0.250 0.015 0.360
4545678 DOYLESTOWN PA 18901 SFD 79.81 0.250 0.015 0.235
4545782 MANHATTAN BEACH CA 90266 LCO 80.00 0.250 0.015 0.000
4545789 COTO DE CAZA CA 92679 SFD 61.64 0.250 0.015 0.000
4545790 CLIFTON VA 22024 SFD 80.00 0.250 0.015 0.000
4545791 MALVERN PA 19355 SFD 90.00 0.250 0.015 0.360
4545806 OLD HICKORY TN 37138 SFD 90.00 0.250 0.015 0.485
4545911 HIGHLANDS RANCH CO 80126 SFD 79.98 0.250 0.015 0.485
4545912 ASHBURN VA 20147 SFD 94.98 01 0.250 0.015 0.610
4546020 NEW ROCHELLE NY 10805 SFD 80.00 0.250 0.015 0.360
4546039 SAN JOSE CA 95135 SFD 89.99 0.250 0.015 0.000
4546084 PLEASANTON CA 94566 SFD 76.47 0.250 0.015 0.235
4546118 DANVILLE CA 94526 SFD 89.99 0.250 0.015 0.735
4546127 MARBLEHEAD MA 01945 SFD 64.17 0.250 0.015 0.000
4546128 NEW LENOX IL 60451 SFD 69.12 0.250 0.015 0.000
4546241 SOUTH NATICK MA 01760 SFD 67.39 0.250 0.015 0.000
4546265 MANAKIN-SABOT VA 23103 SFD 80.00 0.250 0.015 0.110
4546313 CHESTER NJ 07930 SFD 75.00 0.250 0.015 0.360
4546320 MIDDLETOWN NJ 07701 SFD 80.00 0.250 0.015 0.110
4546336 CHICAGO IL 60610 HCO 57.69 0.250 0.015 0.000
4546389 STAMFORD CT 06905 LCO 80.00 0.250 0.015 0.000
4546441 LAKE FOREST IL 60045 SFD 84.57 0.250 0.015 0.360
4546483 PLANO TX 75023 SFD 79.44 GD 2YR 0.250 0.015 0.360
4546565 ALPHARETTA GA 30202 SFD 94.98 0.250 0.015 0.735
4546567 EDEN PRAIRIE MN 55347 SFD 69.44 0.250 0.015 0.610
4546624 CANTON CT 06019 SFD 62.95 0.250 0.015 0.485
4546711 STAMFORD CT 06905 SFD 80.00 GD 3YR 0.250 0.015 0.000
4546714 SAINT LOUIS MO 63128 SFD 80.00 0.250 0.015 0.360
4546744 SPRING VALLEY OH 45370 SFD 89.99 0.250 0.015 0.735
4546755 GILROY CA 95020 SFD 80.00 GD 3YR 0.250 0.015 0.360
4546759 CROFTON MD 21114 SFD 94.74 GD 4YR 0.250 0.015 0.610
4546878 ASHBURN VA 20147 SFD 94.42 0.250 0.015 0.000
4546968 MORRISVILLE NC 27560 SFD 79.99 0.250 0.015 0.000
4546977 SAN RAMON CA 94583 SFD 80.00 GD 6YR 0.250 0.015 0.110
4546991 KENNESAW GA 30144 SFD 89.99 33 0.250 0.015 0.110
4547010 OWINGS MILLS MD 21117 SFD 85.00 33 0.250 0.015 0.000
4547102 PLEASANT HILL CA 94523 SFD 77.63 GD 6YR 0.250 0.015 0.000
4547115 LEESBURG VA 22075 SFD 67.31 0.250 0.015 0.000
4547130 RANDOLPH NJ 07869 SFD 63.86 0.250 0.015 0.000
4547143 NAPERVILLE IL 60565 SFD 95.00 0.250 0.015 0.860
4547150 MANDEVILLE LA 70471 SFD 89.80 33 0.250 0.015 0.360
4547297 HUNTINGTON NY 11743 SFD 66.76 0.250 0.015 0.000
4547317 SKILLMAN NJ 08558 SFD 69.93 0.250 0.015 0.000
4547339 LITTLE ROCK AR 72212 SFD 94.93 13 0.250 0.015 0.735
4547398 CARNATION WA 98014 SFD 89.99 0.250 0.015 0.485
4547441 CENTREVILLE VA 20121 SFD 78.82 0.250 0.015 0.000
4547449 ALPHARETTA GA 30202 SFD 78.50 0.250 0.015 0.000
4547481 VANCOUVER WA 98683 SFD 89.48 0.250 0.015 0.360
4547487 PITTSTOWN NJ 08867 SFD 94.99 GD 6YR 0.250 0.015 0.860
4547502 SAN JOSE CA 95138 SFD 80.00 GD 5YR 0.250 0.015 0.000
4547503 PARK CITY UT 84098 SFD 95.00 0.250 0.015 0.610
4547537 BUFFALO GROVE IL 60089 SFD 80.00 0.250 0.015 0.110
4547539 ALPHARETTA GA 30201 SFD 79.99 0.250 0.015 0.000
4547543 GUILFORD CT 06437 SFD 79.99 0.250 0.015 0.000
4547556 ISSAQUAH WA 98027 SFD 80.00 GD 4YR 0.250 0.015 0.000
4547563 MISSION VIEJO CA 92692 SFD 79.45 GD 3YR 0.250 0.015 0.110
4547564 PRINCETON NJ 08550 SFD 88.57 0.250 0.015 0.110
JUNCTION
4547620 MOUNTAIN BROOK AL 35000 SFD 59.75 0.250 0.015 0.000
4547624 FLOWER MOUND TX 75028 SFD 90.00 33 0.250 0.015 0.360
4547637 PHOENIXVILLE PA 18426 SFD 80.00 0.250 0.015 0.360
4547656 BLACHAWK CA 94506 SFD 73.24 GD 5YR 0.250 0.015 0.000
4547711 BASKING RIDGE NJ 07920 SFD 80.00 0.250 0.015 0.110
4547775 MARSHALL MI 49068 SFD 80.00 0.250 0.015 0.000
4547779 DARIEN CT 06820 SFD 62.79 0.250 0.015 0.000
4547793 DOYLESTOWN PA 18901 SFD 71.75 GD 3YR 0.250 0.015 0.000
4547828 NAPERVILLE IL 60564 SFD 90.00 GD 6YR 0.250 0.015 0.110
4547948 DULUTH GA 30155 SFD 80.00 0.250 0.015 0.110
4547950 WASHINGTON DC 20016 SFD 80.00 0.250 0.015 0.610
4547995 RYE NY 10580 SFD 39.39 0.250 0.015 0.110
4548001 CANTON MI 48188 SFD 87.93 0.250 0.015 0.235
4548042 FORT LAUDERDALE FL 33332 SFD 70.00 0.250 0.015 0.000
4548132 MONKTON MD 21111 SFD 65.66 0.250 0.015 0.235
4548195 NAPERVILLE IL 60564 SFD 84.99 GD 4YR 0.250 0.015 0.235
4548196 MARIETTA GA 30068 SFD 79.98 0.250 0.015 0.000
4548201 CUPERTINO CA 95014 SFD 61.35 0.250 0.015 0.000
4548209 CHANDLER AZ 85224 SFD 90.00 33 0.250 0.015 0.235
4548226 CULVER CITY CA 90232 SFD 90.00 0.250 0.015 0.360
4548312 CALABASAS CA 91302 SFD 69.57 0.250 0.015 0.000
4548340 PALO ALTO CA 94303 SFD 79.99 0.250 0.015 0.360
4548357 SAN JOSE CA 95129 SFD 71.43 0.250 0.015 0.610
4548362 JACKSONVILLE FL 32223 SFD 88.41 0.250 0.015 0.610
4548460 PITTSFORD NY 14534 SFD 87.47 33 0.250 0.015 0.360
4548461 MISSOURI CITY TX 77459 SFD 79.95 0.250 0.015 0.000
4548527 ENGLEWOOD CO 80110 SFD 65.91 GD 3YR 0.250 0.015 0.000
4548528 WOODBURY MN 55125 SFD 79.99 0.250 0.015 0.110
4548572 IRVING TX 75063 SFD 80.00 0.250 0.015 0.000
4548635 MORGAN HILL CA 95037 SFD 83.50 GD 3YR 33 0.250 0.015 0.000
4548638 VENTURA CA 93003 SFD 80.00 GD 6YR 0.250 0.015 0.110
4548652 LOS GATOS CA 95032 SFD 80.00 0.250 0.015 0.000
4548702 MALVERN PA 19355 SFD 78.79 0.250 0.015 0.000
4548706 BETHEL CT 06801 SFD 90.00 GD 3YR 0.250 0.015 0.110
4548743 PARKLAND FL 33076 SFD 79.03 0.250 0.015 0.000
4548754 SHOREWOOD MN 55331 SFD 80.00 0.250 0.015 0.000
4548772 DULUTH GA 30155 SFD 90.00 0.250 0.015 0.110
4548778 SPARTA NJ 07871 SFD 70.00 0.250 0.015 0.000
4548781 MOUNTAIN LAKES NJ 07046 SFD 80.00 GD 3YR 0.250 0.015 0.000
4548801 NEW YORK NY 10007 HCO 79.45 0.250 0.015 0.000
4548803 SIOUX FALLS SD 57055 SFD 80.00 0.250 0.015 0.110
4548810 LAGUNA NIGUEL CA 92677 SFD 90.00 12 0.250 0.015 0.735
4548817 LOS ALTOS HILLS CA 94022 SFD 75.00 0.250 0.015 0.735
4548833 RIDGEFIELD CT 06877 SFD 60.53 0.250 0.015 0.000
4548840 RIDGEFIELD CT 06877 SFD 79.06 0.250 0.015 0.360
4548863 FORT LAUDERDALE FL 33331 SFD 80.00 0.250 0.015 0.000
4548913 RIDGEFIELD CT 06877 SFD 30.53 0.250 0.015 0.235
4548927 SAINT CLOUD MN 56302 SFD 75.00 0.250 0.015 0.000
4548998 AVON CT 06001 SFD 80.00 0.250 0.015 0.235
4549018 PLEASANT HILL CA 94523 SFD 90.00 0.250 0.015 0.610
4549019 GENEVA IL 60134 SFD 80.00 GD 7YR 0.250 0.015 0.110
4549022 POTOMAC MD 20854 SFD 54.51 0.250 0.015 0.000
4549037 BROOKFIELD CT 06804 SFD 90.00 0.250 0.015 0.110
4549065 POLAND OH 44514 SFD 90.00 0.250 0.015 0.485
4549088 DULUTH GA 30155 SFD 90.00 0.250 0.015 0.000
4549092 DANVILLE CA 94526 SFD 77.27 0.250 0.015 0.000
4549138 SAINT CHARLES IL 60175 SFD 89.99 0.250 0.015 0.000
4549155 WEST LAKELAND MN 55082 SFD 69.99 0.250 0.015 0.000
4549157 DEERFIELD IL 60015 SFD 90.00 0.250 0.015 0.235
4549181 SAN RAMON CA 94583 SFD 74.92 GD 3YR 0.250 0.015 0.000
4549281 ANACORTES WA 98221 SFD 92.25 33 0.250 0.015 0.110
4549282 MOUNT PROSPECT IL 60056 SFD 80.00 GD 4YR 0.250 0.015 0.000
4549322 WEST DUNDEE IL 60118 SFD 90.00 0.250 0.015 0.485
4549444 CARY NC 27513 SFD 80.00 0.250 0.015 0.360
4549464 ANAHEIM CA 92808 SFD 86.25 0.250 0.015 0.110
4549465 DANVILLE CA 94506 SFD 74.29 GD 4YR 0.250 0.015 0.110
4549493 UNIVERSITY PARK TX 75225 SFD 50.00 0.250 0.015 0.000
4549606 ONALASKA WI 54650 SFD 85.55 0.250 0.015 0.000
4549690 REDONDO BEACH CA 90277 SFD 80.00 0.250 0.015 0.000
4549723 FAIRFIELD CA 94533 SFD 89.16 0.250 0.015 0.110
4549821 NEWTOWN CT 06470 SFD 70.33 0.250 0.015 0.235
4549867 RANCHO PALOS CA 90275 SFD 80.00 GD 3YR 0.250 0.015 0.000
VERDES
4549915 OMAHA NE 68130 SFD 80.00 0.250 0.015 0.735
4549924 WEST CHESTER PA 19380 SFD 58.11 0.250 0.015 0.360
4550056 SPRINGBORO OH 45066 SFD 76.39 0.250 0.015 0.235
4550127 ADA MI 49301 LCO 78.29 0.250 0.015 0.000
4550197 LANSDALE PA 19446 SFD 80.00 0.250 0.015 0.000
4550210 MORRISTOWN NJ 07960 SFD 78.44 0.250 0.015 0.000
4550260 ALPHARETTA GA 30201 SFD 79.99 0.250 0.015 0.110
4550520 CAMPBELL CA 95008 SFD 90.00 0.250 0.015 0.235
4550633 RIDGEFIELD CT 06877 SFD 90.00 0.250 0.015 0.860
4550782 NORTH WALES PA 19454 SFD 79.96 0.250 0.015 0.000
4550853 WILBRAHAM MA 01095 SFD 79.99 0.250 0.015 0.000
4550931 ALPHARETTA GA 30202 SFD 54.93 0.250 0.015 0.110
4550964 SHAKER HEIGHTS OH 44120 SFD 80.00 0.250 0.015 0.000
4551025 MORGAN HILL CA 95037 SFD 80.00 0.250 0.015 0.000
4551027 WILMETTE IL 60091 SFD 79.73 0.250 0.015 0.235
4551088 MAPLE VALLEY WA 98038 SFD 80.00 0.250 0.015 0.110
4551113 SALISBURY NC 28147 SFD 78.16 0.250 0.015 0.000
4551147 GREENWICH CT 06830 LCO 79.28 0.250 0.015 0.000
4551329 OAKLAND CA 94611 SFD 80.00 GD 5YR 0.250 0.015 0.360
4551341 DAVIDSONVILLE MD 21035 SFD 80.00 0.250 0.015 0.985
4551355 NORCROSS GA 30092 SFD 85.00 33 0.250 0.015 0.000
4551356 WOODCLIFF LAKE NJ 07675 SFD 76.87 GD 3YR 0.250 0.015 0.000
4551384 BEDFORD NY 10506 SFD 80.00 0.250 0.015 0.000
4551407 GALESBURG MI 49053 LCO 90.00 33 0.250 0.015 0.000
4551439 MURRYSVILLE PA 15668 SFD 73.33 0.250 0.015 0.000
4551460 ALPHARETTA GA 30201 SFD 63.29 0.250 0.015 0.110
4551544 SAN JOSE CA 95138 LCO 90.00 0.250 0.015 0.110
4551594 IPSWICH MA 01938 SFD 70.00 0.250 0.015 0.110
4551671 COLLEYVILLE TX 76034 SFD 80.00 0.250 0.015 0.360
4551683 BALLWIN MO 63021 SFD 80.00 0.250 0.015 0.000
4551701 DANVILLE CA 94506 SFD 84.99 GD 3YR 0.250 0.015 0.360
4551769 PETALUMA CA 94952 SFD 90.00 0.250 0.015 0.110
4551771 DANVILLE CA 94526 SFD 80.00 0.250 0.015 0.000
4551795 CHESTERFIELD MO 63005 SFD 69.61 0.250 0.015 0.000
4551901 MARIETTA GA 30068 SFD 89.46 33 0.250 0.015 0.000
4551945 BEDFORD NY 10506 SFD 80.00 GD 4YR 0.250 0.015 0.000
4551948 DECATUR AL 35603 SFD 64.56 0.250 0.015 0.000
4551959 SIMI VALLEY CA 93063 SFD 80.00 0.250 0.015 0.000
4551966 AVON CT 06001 SFD 51.72 0.250 0.015 0.110
4551996 MIDLAND MI 48460 SFD 69.66 0.250 0.015 0.360
4552011 RIDGEFIELD CT 06877 SFD 79.16 0.250 0.015 0.000
4552025 SAN CARLOS CA 94070 SFD 80.00 0.250 0.015 0.000
4552057 MOUNTAIN LAKES NJ 07046 SFD 80.00 0.250 0.015 0.000
4552258 NORTH WALES PA 19454 SFD 85.00 0.250 0.015 0.000
4552290 DULUTH GA 30155 SFD 69.85 0.250 0.015 0.000
4552296 PITTSFORD NY 14534 SFD 59.73 0.250 0.015 0.000
4552326 WASHINGTON DC 20212 THS 65.51 0.250 0.015 0.000
4552394 CHARLOTTE NC 28270 SFD 80.00 0.250 0.015 0.000
4552581 DANVILLE CA 94506 SFD 80.00 0.250 0.015 0.000
4552627 MOBILE AL 36600 SFD 73.33 0.250 0.015 0.000
4552630 ALBUQUERQUE NM 87112 SFD 67.25 0.250 0.015 0.000
4552668 FULLERTON CA 92835 SFD 80.00 0.250 0.015 0.000
4552795 POTOMAC MD 20854 SFD 51.90 0.250 0.015 0.000
4552797 LAKE FOREST CA 92630 SFD 78.39 0.250 0.015 0.860
4552881 WOODSTOCK GA 30189 SFD 90.00 0.250 0.015 0.000
4553047 PRINCETON NJ 08550 SFD 80.00 0.250 0.015 0.000
JUNCTION
4553095 HOUSTON TX 77024 SFD 80.00 0.250 0.015 0.235
4553100 MORRIS NJ 07961 SFD 79.99 0.250 0.015 0.000
4553128 CARY NC 27513 SFD 80.00 GD 5YR 0.250 0.015 0.000
4553153 HIGHLANDS RANCH CO 80126 SFD 95.00 0.250 0.015 0.235
4553174 PLANO TX 75024 SFD 95.00 0.250 0.015 0.485
4553212 BRIDGEWATER NJ 08807 SFD 90.00 0.250 0.015 0.110
4553223 FORT LEE NJ 07024 HCO 80.00 GD 3YR 0.250 0.015 0.000
4553228 SHAWNEE MISSION KS 66224 SFD 80.00 0.250 0.015 0.000
4553251 TRUMBULL CT 06611 SFD 77.27 0.250 0.015 0.000
4553266 POWELL OH 43065 SFD 80.00 0.250 0.015 0.000
4553343 FARMINGTON CT 06032 SFD 80.00 0.250 0.015 0.000
4553388 PHOENIX AZ 85022 SFD 94.99 33 0.250 0.015 0.110
4553645 LAGUNA HILLS CA 92653 SFD 80.00 0.250 0.015 0.235
4553658 CANTON MI 48188 SFD 90.00 0.250 0.015 0.235
4553732 GURNEE IL 60031 SFD 80.00 0.250 0.015 0.235
4553759 MOHEGAN LAKE NY 10547 SFD 80.00 GD 3YR 0.250 0.015 0.000
4553832 ATLANTA GA 30328 SFD 71.02 0.250 0.015 0.000
4553870 MINNETONKA MN 55345 THS 69.99 0.250 0.015 0.000
4554040 SPRINGFIELD OR 97478 SFD 76.81 0.250 0.015 0.000
4554116 LEXINGTON KY 40500 SFD 86.44 0.250 0.015 0.000
4554201 STAMFORD CT 06902 LCO 89.99 0.250 0.015 0.110
4554309 ALPHARETTA GA 30201 SFD 89.80 33 0.250 0.015 0.000
4554349 PLANO TX 75093 SFD 79.76 0.250 0.015 0.000
4554390 BOTHELL WA 98012 SFD 95.00 0.250 0.015 0.235
4554484 GLENCOE MO 63038 SFD 88.00 FX 3YR 0.250 0.015 0.000
4554492 WEST LAKELAND MN 55043 SFD 93.75 0.250 0.015 0.610
4554557 PHOENIX AZ 85048 SFD 80.00 0.250 0.015 0.000
4554579 SKILLMAN NJ 08558 SFD 79.38 GD 3YR 0.250 0.015 0.000
4554602 FOGELSVILLE PA 18051 SFD 80.00 0.250 0.015 0.110
4554639 MORRISVILLE NC 27560 SFD 79.87 0.250 0.015 0.000
4554660 HIGHLAND PARK TX 75205 SFD 80.00 0.250 0.015 0.000
4554699 DOUGLASVILLE GA 30135 SFD 80.00 0.250 0.015 0.000
4554714 BROOKLINE MA 02146 SFD 64.52 0.250 0.015 0.000
4554899 RANDOLPH NJ 07970 SFD 78.81 0.250 0.015 0.000
4554912 SMYRNA GA 30080 SFD 80.00 0.250 0.015 0.000
4554935 GREELEY CO 80634 SFD 80.00 0.250 0.015 0.000
4555003 PLEASANTON CA 94588 SFD 80.00 0.250 0.015 0.000
4555065 MARIETTA GA 30067 SFD 65.00 0.250 0.015 0.000
4555074 GRANITE BAY CA 95746 SFD 80.00 0.250 0.015 0.000
4555207 MISSION VIEJO CA 92692 SFD 79.99 0.250 0.015 0.235
4555215 SUMMIT NJ 07901 SFD 90.00 0.250 0.015 0.000
4555241 COPPELL TX 75019 SFD 83.06 0.250 0.015 0.110
4555302 LOS GATOS CA 95032 SFD 80.00 0.250 0.015 0.000
4555321 HOUSTON TX 77094 SFD 70.00 0.250 0.015 0.000
4555440 SUMMIT NJ 07901 SFD 73.68 0.250 0.015 0.000
4555469 COLORADO SPRINGS CO 80919 SFD 79.99 0.250 0.015 0.000
4555509 HOUSTON TX 77024 SFD 75.76 0.250 0.015 0.000
4555552 LONG VALLEY NJ 07853 SFD 72.00 0.250 0.015 0.000
4555573 GLEN ELLYN IL 60137 SFD 75.42 0.250 0.015 0.000
4555648 HOUSTON TX 77059 SFD 64.97 0.250 0.015 0.000
4555877 MCKINNEY TX 75070 SFD 80.00 0.250 0.015 0.000
4555907 THE WOODLANDS TX 77381 SFD 80.00 0.250 0.015 0.000
4555960 ALPHARETTA GA 30202 SFD 90.00 0.250 0.015 0.000
4556054 IRVINE CA 92720 SFD 95.00 33 0.250 0.015 0.360
4556155 AUDUBON PA 19403 SFD 94.97 33 0.250 0.015 0.235
4556185 WEST WINDSOR P 08550 SFD 79.94 0.250 0.015 0.000
TOWNSHI NJ
4556218 CARLSBAD CA 92008 SFD 95.00 33 0.250 0.015 0.000
4556221 CLAYTON CA 94517 SFD 79.79 0.250 0.015 0.000
4556274 TIPP CITY OH 45371 SFD 90.00 33 0.250 0.015 0.000
4556332 SAN JOSE CA 95120 SFD 80.00 0.250 0.015 0.000
4556364 ROSWELL GA 30075 SFD 80.00 0.250 0.015 0.000
4556365 IRVINE CA 92612 SFD 80.00 0.250 0.015 0.110
4556393 ARVADA CO 80004 SFD 90.00 0.250 0.015 0.610
4556492 SAN JOSE CA 95124 SFD 80.00 0.250 0.015 0.000
4556516 CHARLESTOWN IN 47111 SFD 85.50 33 0.250 0.015 0.360
4556657 MORGAN HILL CA 95037 SFD 89.42 GD 3YR 0.250 0.015 0.360
4556776 MARIETTA GA 30062 SFD 90.00 0.250 0.015 0.000
4556791 SAN DIEGO CA 92130 SFD 80.00 0.250 0.015 0.000
4556836 IRVINE CA 92720 SFD 90.00 33 0.250 0.015 0.360
4556937 SALEM OR 97301 SFD 90.00 0.250 0.015 0.235
4556959 WESTPORT CT 06880 SFD 79.94 0.250 0.015 0.000
4556990 SOUTHLAKE TX 76092 SFD 80.00 0.250 0.015 0.000
4557038 SAN JOSE CA 95128 SFD 90.00 0.250 0.015 0.000
4557040 CONVENT STATION NJ 07960 THS 80.00 0.250 0.015 0.000
4557162 STRAFFORD PA 19087 SFD 90.00 0.250 0.015 0.000
4557205 HICKORY NC 28601 SFD 90.00 0.250 0.015 0.000
4557230 TINICUM PA 18947 SFD 75.00 0.250 0.015 0.000
4557256 BLUE BELL PA 19422 SFD 90.00 33 0.250 0.015 0.000
4557314 AVON CT 06001 SFD 84.70 06 0.250 0.015 0.000
4557349 CROWNSVILLE MD 21032 SFD 79.43 0.250 0.015 0.000
4557507 APPLE VALLEY MN 55124 SFD 68.65 0.250 0.015 0.000
4557597 EAST BAY MI 49684 SFD 90.00 0.250 0.015 0.000
4557623 RANCHO PALOS CA 90275 SFD 80.00 0.250 0.015 0.000
VERDES
4557765 HOLMDEL NJ 07733 SFD 71.92 0.250 0.015 0.000
4557773 TRUMBULL CT 06611 SFD 90.00 0.250 0.015 0.000
4557822 REDWOOD CITY CA 94062 SFD 80.00 0.250 0.015 0.235
4557832 KINNELON NJ 07405 SFD 80.00 0.250 0.015 0.000
4558008 NEWPORT COAST CA 92657 PUD 79.98 0.250 0.015 0.000
4558103 SOUTHLAKE TX 76092 SFD 74.40 0.250 0.015 0.000
4558223 THOUSAND OAKS CA 91362 SFD 80.00 0.250 0.015 0.000
4558346 JOHNSON CITY TN 37601 SFD 80.00 0.250 0.015 0.000
4558378 PRINCETON NJ 08550 SFD 77.06 0.250 0.015 0.000
JUNCTION
4558592 PLEASANTON CA 94588 PUD 95.00 33 0.250 0.015 0.000
4558620 LOS ALTOS CA 94022 SFD 35.35 0.250 0.015 0.000
4558706 HOUSTON TX 77024 SFD 63.41 0.250 0.015 0.000
4558742 DANVILLE CA 94526 PUD 67.94 0.250 0.015 0.000
4558744 SAN JOSE CA 95120 SFD 75.51 0.250 0.015 0.110
4558832 MATTHEWS NC 28105 SFD 85.00 12 0.250 0.015 0.360
4558846 SOUTHLAKE TX 76092 SFD 95.00 0.250 0.015 0.735
4558866 IRVINE CA 92715 LCO 70.00 0.250 0.015 0.000
4558896 DULUTH GA 30155 SFD 55.00 0.250 0.015 0.000
4559023 CUPERTINO CA 95014 SFD 72.73 GD 3YR 0.250 0.015 0.000
4559254 MARIETTA GA 30062 SFD 89.07 0.250 0.015 0.000
4559364 PLEASANTON CA 94566 SFD 80.00 0.250 0.015 0.000
4559404 PORTLAND OR 97229 SFD 79.99 0.250 0.015 0.110
4559434 ADDISON TX 75240 SFD 70.24 0.250 0.015 0.000
4559435 KATY TX 77450 SFD 80.00 0.250 0.015 0.000
4559437 MARSHFIELD MA 02050 SFD 80.00 0.250 0.015 0.000
4559491 DULUTH GA 30136 SFD 79.94 0.250 0.015 0.000
4559494 SKOKIE IL 60076 SFD 80.00 0.250 0.015 0.360
4559720 MILL VALLEY CA 94941 LCO 58.86 0.250 0.015 0.000
4559727 MEMPHIS TN 38125 SFD 68.77 0.250 0.015 0.000
4559863 LA GRANGE IL 60525 SFD 80.00 0.250 0.015 0.000
4559920 AUSTIN TX 78730 PUD 95.00 0.250 0.015 1.110
4559941 PLANO TX 75093 SFD 76.92 0.250 0.015 0.000
4559964 NAPERVILLE IL 60565 SFD 94.90 0.250 0.015 0.235
4559978 BOULDER CO 80301 SFD 80.00 0.250 0.015 0.000
4560074 NORTHAMPTON MA 01060 SFD 90.00 0.250 0.015 0.000
4560085 BELLEVUE WA 98006 SFD 80.00 0.250 0.015 0.000
4560140 DANVILLE CA 94506 SFD 70.93 0.250 0.015 0.110
4560421 LEAWOOD KS 66224 SFD 69.99 0.250 0.015 0.000
4560456 COPPELL TX 75019 SFD 79.68 0.250 0.015 0.000
4560474 EDEN PRAIRIE MN 55347 SFD 51.61 0.250 0.015 0.000
4560555 ALPHARETTA GA 30202 SFD 79.83 0.250 0.015 0.000
4560655 ROCHESTER MN 55902 SFD 79.75 0.250 0.015 0.000
4560692 CASTLE ROCK CO 80104 SFD 55.56 0.250 0.015 0.000
4560836 IRVINE CA 92620 SFD 89.99 11 0.250 0.015 0.360
4560922 NEW FAIRFIELD CT 06812 SFD 75.00 0.250 0.015 0.000
4561199 NAPERVILLE IL 60564 SFD 78.23 0.250 0.015 0.000
4561202 ANDOVER MA 01810 SFD 63.76 GD 3YR 0.250 0.015 0.000
4561299 SAN DIEGO CA 92131 SFD 66.27 0.250 0.015 0.000
4561502 HERNDON VA 22071 SFD 94.86 33 0.250 0.015 0.110
4561531 SCOTSDALE AZ 85331 SFD 90.00 0.250 0.015 0.000
4561721 SCOTTSDALE AZ 85258 SFD 90.00 01 0.250 0.015 0.000
4561863 AURORA CO 80015 SFD 79.69 GD 3YR 0.250 0.015 0.000
4561995 BASKING RIDGE NJ 07920 SFD 79.58 0.250 0.015 0.000
4562060 THOUSAND OAKS CA 91362 SFD 76.88 0.250 0.015 0.000
4562278 DOVE CANYON CA 92679 SFD 90.00 GD 4YR 0.250 0.015 0.000
4562324 ALPHARETTA GA 30202 SFD 75.00 0.250 0.015 0.110
4562396 LOS ALTOS CA 94022 SFD 80.00 0.250 0.015 0.000
4562439 LAKE FOREST IL 60045 SFD 80.00 0.250 0.015 0.000
4562699 CYPRESS TX 77429 SFD 80.00 0.250 0.015 0.000
4562862 SAN LUIS OBISPO CA 93401 SFD 67.83 0.250 0.015 0.000
4562891 MOUNTAIN VIEW CA 94040 SFD 80.00 0.250 0.015 0.000
4562937 ZIONSVILLE IN 46077 SFD 80.00 0.250 0.015 0.000
4563005 FRANKLIN MA 02038 SFD 84.38 33 0.250 0.015 0.000
4563058 NORCROSS GA 30092 SFD 80.00 0.250 0.015 0.000
4563167 ARLINGTON VA 22209 THS 80.00 0.250 0.015 0.000
4563489 CHESTERFIELD MO 63005 PUD 80.00 0.250 0.015 0.235
4563564 WOODINVILLE WA 98072 SFD 80.00 0.250 0.015 0.735
4563908 LIVERMORE CA 94550 SFD 89.99 0.250 0.015 0.610
4564263 GROTON CT 06340 SFD 74.58 0.250 0.015 0.000
4564343 CARY NC 27513 SFD 80.00 0.250 0.015 0.000
4564560 ROSWELL GA 30075 SFD 95.00 0.250 0.015 0.610
4564615 CALABASAS CA 91302 SFD 85.00 0.250 0.015 1.235
4565161 LONG VALLEY NJ 07853 SFD 88.99 0.250 0.015 0.110
4565241 FREMONT CA 94539 SFD 66.67 0.250 0.015 0.000
4565402 ALPHARETTA GA 30201 SFD 90.00 0.250 0.015 0.235
4565897 EDEN PRAIRIE MN 55347 SFD 80.00 0.250 0.015 1.235
4566186 NEWTOWN CT 06470 SFD 71.59 0.250 0.015 0.000
4566497 HOUSTON TX 77059 SFD 90.00 11 0.250 0.015 0.000
4566602 LAFAYETTE CA 94549 SFD 80.00 GD 2YR 0.250 0.015 0.000
</TABLE>
<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 1997-3
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 1997-3, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of February 26, 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 SECTIN
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 1997-3, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan 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 Certificate as they
become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class A-R Certificate in excess of cash flows generated by the
Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to any
person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
Person that holds the Class A-R Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective Internal Revenue Service Form 4224 or successor
form at the time and in the manner required by the Code or (iii) is a Non-U.S.
Person that has delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
A-R Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes. "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 Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the REMIC pursuant to Section 3.01
of the Pooling and Servicing Agreement, and if such designation is not permitted
by the Code and applicable law, to act as tax matters person if requested to do
so.
<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 Certificate]
[Date]
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1997-3, Class A-R
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
--------------------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-3
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 1997-3, 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 26, 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 1997-3.
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 24, 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, (c) constitute a
prohibited transaction under ERISA or Section 4975 of the Code or Similar Law or
(d) subject the Trustee or the Depositor to any obligation in addition to those
undertaken in the Trust Agreement.
(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 1997-3
CLASS [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 1997-3, Class
[M] [B-1] [B-2] (the "Class [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 26, 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 1997-3.
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 [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, (c) constitute a prohibited transaction under ERISA or
Section 4975 of the Code or Similar Law or (d) subject the Trustee or the
Depositor to any obligation in addition to those undertaken in the Trust
Agreement.
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
<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 1997-3,
Class ------- (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of February 26, 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 Servicing Agreement, the servicer (the "Servicer"), which
services the Mortgage Loans which comprise the Trust Estate related to the above
referenced series under the servicing agreement (the "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 Servicing Agreement, the Servicer to
provide the Purchaser with a notice (sent by telecopier) of such proposed and
imminent foreclosure, stating the loan number and the aggregate amount owing
under the Mortgage Loan. Such notice may be provided to the Purchaser in the
form of a copy of a referral letter from the 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 Servicing
Agreement, the 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 Servicer shall only be required
to provide information that is readily accessible to its servicing personnel and
is non-confidential and (2) the 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 Servicing
Agreement, the 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 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 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
Servicing Agreement, the 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 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 Servicer) or (ii) if the
Servicer has reached the terms of a forbearance agreement with the borrower. In
such latter case, the 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 Servicing Agreement, the Servicer to
delay the Commencement of Foreclosure until such time as the Purchaser
determines that the 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 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 Servicer for all related
Monthly Advances and Liquidation Expenses thereafter made by the Servicer in
accordance with the Pooling and Servicing Agreement and the 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 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 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
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
as applicable; or (ii) the 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 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 Servicing Agreement, the 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 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 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 Servicing Agreement, the 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, the Servicer, or a Seller, which may result in a
repurchase or substitution of such Mortgage Loan, or (iii) the Company or
Servicer reasonably believes the Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances (and, without limiting the
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 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
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 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 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 1997-3. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute 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 the Servicer and each person who controls the Company, NASCOR, or the
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, NASCOR's, or the 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 the 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 the Servicer's obligations
under the Pooling and Servicing Agreement or the 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:---------------------------------
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By:------------------------------------
Name:----------------------------------
Title:---------------------------------
