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: March 27, 1997
(Date of earliest event reported)
Commission File No. 333-21263
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. Other Events
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On March 27, 1997, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1997-4, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-PO, Class
A-R and Class A-LR (the "Offered Certificates"), having an aggregate original
principal balance of $216,014,418.72. The Offered Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of March 27, 1997, among
the Registrant, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer" or "Norwest Bank") and First Union National Bank of North
Carolina as trustee (the "Agreement"), a copy of which is filed as an exhibit
hereto. Mortgage Pass-Through Certificates, Series 1997-4, Class A-WIO
Certificates having no principal balance and Class M, Class B-1 and Class B-2,
Class B-3, Class B-4 and Class B-5, having an aggregate initial principal
balance of $9,001,822.22 (the "Private Certificates" and, together with the
Class A-WIO Certificate and 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 ___.00% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
which may include loans secured by shares issued by cooperative housing
corporations. The remaining undivided interests in the Trust Estate are
evidenced by the Private Certificates, distributions on which are subordinated
to distributions on the Offered Certificates.
Interest on the Offered Certificates (other than the Class A-9 and Class
A-PO Certificates) will be distributed on each Distribution Date (as defined in
the Agreement). Monthly distributions in reduction of the principal balance of
the Offered Certificates will be allocated to the Offered Certificates in
accordance with the priorities set forth in the Agreement. Distributions of
interest and in reduction of principal balance on any Distribution Date will be
made to the extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class A-WIO, Class M, Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates will be treated as "regular interests" in the Upper-Tier REMIC
and the Class A-R and Class A-LR Certificate will be treated as the "residual
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing
Agreement, dated as of
March 27, 1997, among
Norwest Asset Securities
Corporation, Norwest Bank
Minnesota, National
Association and First Union
National Bank of North
Carolina, as trustee.
(EX-23) Consent of Coopers &
Lybrand L.L.P., independent
Certified Public
Accountants of Financial
Security Assurance Inc.
<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
March 27, 1997
/s/ B. David Bialzak
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B. David Bialzak
Vice President
<PAGE>
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing E
Agreement, dated as of
March 27, 1997 among Norwest
Asset Securities Corporation,
Norwest Bank Minnesota, National
Association and First Union
National Bank of North Carolina,
as trustee.
(EX-23) Consent of Coopers & Lybrand L.L.P. E
independent Certified Public Accountants
of Financial Security Assurance Inc.
Execution Copy
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of March 27, 1997
$225,041,300.94
Mortgage Pass-Through Certificates
Series 1997-4
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<PAGE>
This Pooling and Servicing Agreement, dated as of March 27, 1997
executed by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and FIRST UNION NATIONAL
BANK OF NORTH CAROLINA, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: The earlier of (i) the Distribution Date
following the Distribution Date on which the Class A Subclass Principal Balance
of the Class A-2 Certificates has been reduced to zero or (ii) the Cross-Over
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)(i) for such Distribution Date without regard to the provisos in the
definitions of Class M Optimal Principal Amount, Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount and Class B-5 Optimal Principal Amount.
Aggregate Current Bankruptcy Losses: With respect to any Distribution
Date, the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in
the month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date,
the sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Mortgage
Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates or, following the reduction of the Class B Principal
Balance to zero, solely to the Class M Certificates in accordance with Section
4.02(a) since the Cut-Off Date. As of any Distribution Date on or after the
first anniversary of the Cut-Off Date, an amount equal to (1) the lesser of (a)
the Bankruptcy Loss Amount calculated as of the close of business on the
Business Day immediately preceding the most recent anniversary of the Cut-Off
Date coinciding with or preceding such Distribution Date (the "Relevant
Anniversary") and (b) such lesser amount which, as determined on the Relevant
Anniversary will not cause any rated Certificates to be placed on credit review
status (other than for possible upgrading) (or, in the case of the Class A-8
Certificates, without giving effect to the guaranty provided by Financial
Security) by either Rating Agency minus (2) the aggregate amount of Bankruptcy
Losses allocated solely to the Class B Certificates or, following the reduction
of the Class B Principal Balance to zero, solely to the Class M Certificates in
accordance with Section 4.02(a) since the Relevant Anniversary. On and after the
Cross-Over Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates or Class A-11 Certificates, beneficial ownership and transfers of
which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates, Class M Certificates
or Class B Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i)
variations in the Percentage Interest evidenced thereby and (ii) in the case of
the Class A Certificates and Class B Certificates, variations in Subclass
designation and other Subclass characteristics.
Class A Certificate: Any one of Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificate, Class A-10 Certificate, Class A-11
Certificates, Class A-12 Certificates, Class A-PO Certificates, Class A-WIO
Certificates, Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Subclasses of Class A Certificates and
Financial Security pursuant to Paragraphs first, second, third and fourth of
Section 4.01(a)(i) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate
per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum
of the Class A Subclass Interest Accrual Amounts with respect to such
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Class A Subclass Principal Balances of the Class A
Certificates (other than the Class A-3 and Class A-PO Certificates) and (ii) the
lesser of the Class A Subclass Principal Balance of the Class A-3 Certificates
and the Original Class A Subclass Principal Balance of the Class A-3
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
Premium Payment, (iii) the sum of the Class A Subclass Unpaid Interest
Shortfalls for each Class A Subclass, (iv) the Premium Unpaid Shortfalls and (v)
the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product
of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum
of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan.
Class A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Class A Subclasses pursuant to
Paragraph third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Class A Subclass Principal Balance of the
Class A-PO Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the Class A-3 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 March 2002, 100%. As to any Distribution Date
subsequent to March 2002 to and including the Distribution Date in March 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 March 2003 to and including the Distribution Date in March 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 March
2004 to and including the Distribution Date in March 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 March
2005 to and including the Distribution Date in March 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 March
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 March preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class A
Prepayment Percentage for the current Distribution Date, the current Class A
Percentage and Subordinated Percentage shall be utilized). In order for the
reduction referred to in the second through sixth sentences to be applicable,
with respect to any Distribution Date (a) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
on the Mortgage Loans that were delinquent 60 days or more (including for this
purpose any payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage Loans) must be less than 50% of the current Class 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 April 2002 and March 2003, (2)
35% of the Original Subordinated Principal Balance if such Distribution Date
occurs between and including April 2003 and March 2004, (3) 40% of the Original
Subordinated Principal Balance if such Distribution Date occurs between and
including April 2004 and March 2005, (4) 45% of the Original Subordinated
Principal Balance if such Distribution Date occurs between and including April
2005 and March 2006, and (5) 50% of the Original Subordinated Principal Balance
if such Distribution Date occurs during or after April 2006. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trustee, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum
of the Class A Subclass Principal Balances for the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificate, Class A-11 Certificates, Class A-12
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Subclass: Any of the Subclasses of Class A Certificates
consisting of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificate, Class A-10 Certificate, Class A-11 Certificates, Class A-12
Certificates, Class A-PO Certificates, Class A-WIO Certificates, Class A-R
Certificate and Class A-LR Certificate.
Class A Subclass Distribution Amount: As to any Distribution Date and
any Class A Subclass (other than the Class A-3 Certificates), the amount
distributable to such Class A Subclass pursuant to Paragraphs first, second,
third and fourth of Section 4.01(a)(i). As to the Class A-3 Certificates, (a) as
to any Distribution Date prior to the Accretion Termination Date, the amount
distributable to the Class A-3 Certificates pursuant to Paragraph third clause
(A) of Section 4.01(a)(i) and any amounts distributable pursuant to the provisos
in Paragraphs first and second of Section 4.01 (a)(i) and (b) as to any
Distribution Date on or after the Accretion Termination Date, the amount
distributable to the Class A-3 Certificates pursuant to Paragraphs first, second
and third clause (A) of Section 4.01(a)(i).
Class A Subclass Interest Accrual Amount: As to any Distribution Date
and any Class A Subclass (other than the Class A-9, Class A-10, Class A-WIO and
Class A-PO Certificates), (i) the product of (a) 1/12th of the Class A Subclass
Pass-Through Rate for such Class A Subclass and (b) the Class A Subclass
Principal Balance of such Class A Subclass as of the Determination Date
preceding such Distribution Date minus (ii) the Class A Subclass Interest
Percentage of such Class A Subclass of (x) any Non-Supported Interest Shortfall
allocated to the Class A Certificates with respect to such Distribution Date,
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates and
the Premium Payment with respect to such Distribution Date pursuant to Section
4.02(e) and (z) the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Class A Certificates and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e). As to any Distribution Date and the
Class A-10 Certificates, the Class A-10 Interest Accrual Amount. As to any
Distribution Date and the Class A-WIO Certificates, the Class A-WIO Interest
Accrual Amount. The Class A-9 Certificate and 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-9 and Class A-PO Certificates), the
percentage calculated by dividing the Class A Subclass Interest Accrual Amount
of such Class A Subclass (determined without regard to clause (ii) of the
definition thereof) by the sum of (a) the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class A
Subclass Interest Accrual Amount) and (b) the Premium Payment (determined
without regard to clause (ii) of the definition of Premium Payment).
Class A Subclass Interest Shortfall Amount: As to any Distribution
Date and any Subclass of Class A Certificates (other than the Class A-9 and
Class A-PO Certificates), any amount by which the Class A Subclass Interest
Accrual Amount of such Class A Subclass with respect to such Distribution Date
exceeds the amount distributed in respect of such Class A Subclass on such
Distribution Date pursuant to Paragraph first of Section 4.01(a)(i) (including
in the case of the Class A-3 Certificates prior to the Accretion Termination
Date, the amount included in the Class A-3 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 Class A-3, Class A-10, Class
A-WIO and Class A-PO Certificates) then outstanding, the percentage calculated
by dividing the Class A Subclass Principal Balance of such Subclass by the Class
A Loss Denominator (determined without regard to any such Class A Subclass
Principal Balance of any Class A Subclass not then outstanding), in each case
determined as of the preceding Determination Date. As to the Class A-3
Certificates and any Determination Date, the Class A-3 Loss Percentage.
Class A Subclass Pass-Through Rate: As to each Class A Subclass, other
than the Class A-1, Class A-9, Class A-10, Class A-PO and Class A-WIO
Certificates, the Class A Fixed Pass-Through Rate. As to the Class A-1
Certificates, 7.25% per annum. As to the Class A-10 Certificate, 0.25% per
annum. As to the Class A-WIO Certificate, the Class A-WIO Pass-Through Rate. The
Class A-9 Certificate and Class A-PO Certificates are not entitled to interest
and have no Class A Subclass Pass-Through Rate.
Class A Subclass Principal Balance: As of the first Determination Date
and as to any Class A Subclass (other than the Class A-10 and Class A-WIO
Certificates), the Original Class A Subclass Principal Balance of such Class A
Subclass. As of any subsequent Determination Date prior to the Cross-Over Date
and as to any Class A Subclass (other than the Class A-10, Class A-PO and Class
A-WIO Certificates), the Original Class A Subclass Principal Balance of such
Class A Subclass (increased in the case of the Class A-3 Certificates by the
Class A-3 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)(i), (B) as a result of a Principal Adjustment and (C)
from the Class A-3 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; provided, however, that the amount of any
such reduction for the Class A-11 Certificates will be reduced by Class A-12
Loss Allocation Amount. After the Cross-Over Date, the Class A Subclass
Principal Balance for the Class A-12 Certificates will additionally be reduced
by the Class A-12 Loss Allocation Amount. The Class A-10 and Class A-WIO
Certificates will not have Class A Subclass Principal Balances.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Class A Subclass Principal
Balance of such Class A Subclass less the sum of (a) all amounts previously
distributed in respect of the Class A-PO Certificates on prior Distribution
Dates pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i)
and (b) the Realized Losses allocated through such Determination Date to the
Class A-PO Certificates pursuant to Section 4.02(b). After the Cross-Over Date,
such Class A Subclass Principal Balance will also be reduced on each
Determination Date by an amount equal to the difference, if any, between such
Class A Subclass Principal Balance as of such Determination Date without regard
to this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
Class A Subclass Unpaid Interest Shortfall: As to any Distribution
Date and Class A Subclass, the amount, if any, by which the aggregate of the
Class A Subclass Interest Shortfall Amounts for such Class A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class A Subclass (or, in the case of the Class A-3 Certificates prior to the
Accretion Termination Date, the amount included in the Class A-3 Accrual
Distribution Amount pursuant to clause (ii) of the definition thereof) on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
Class A Unpaid Interest Shortfall: As to any Distribution Date, an
amount equal to the sum of the Class A Subclass Unpaid Interest Shortfalls for
all the Class A Subclasses.
Class A Voting Interest: The sum of (A) the product of (i) the then
applicable Class A Percentage and (ii) the Non-PO Voting Interest and (B) the
Pool Balance (PO Portion) divided by the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Class A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit D hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit D hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Accrual Distribution Amount: As to any Distribution Date
prior to the Accretion Termination Date, an amount equal to the sum of (i) the
Class A Subclass Interest Percentage of the Class A-3 Certificates of the
Current Class A Interest Distribution Amount and (ii) the Class A Subclass
Interest Shortfall Percentage of the Class A-3 Certificates of the amount
distributed in respect of the Class A Subclasses pursuant to Paragraph second of
Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or
after the Accretion Termination Date, zero.
Class A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit D hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-3 Loss Percentage: As to any Determination Date, the
percentage calculated by dividing (i) the lesser of the Class A Subclass
Principal Balance of the Class A-3 Certificates and the Original Class A
Subclass Principal Balance of the Class A-3 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.
Class A-3 Principal Accretion Amount: As to any Distribution Date
prior to the Accretion Termination Date, an amount equal to the sum of the
amounts calculated pursuant to clauses (i) and (ii) of the definition of Class
A-3 Accrual Distribution Amount with respect to such Distribution Date. As to
any Distribution Date on or after the Accretion Termination Date, zero.
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: 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-7 and Exhibit D hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-8 Certificate: Any one of the Certificates executed by
the Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-8 and Exhibit D hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Distribution Deficiency: With respect to the Class A-8
Certificates on each Distribution Date, the sum of (i) the Class A-8 Interest
Loss Amount for such Distribution Date and (ii) the Class A-8 Principal Loss
Amount for such Distribution Date.
Class A-8 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Class A Subclass Interest Accrual Amount of the Class
A-8 Certificates (determined without regard to clause (ii) of the definition
thereof), net of any Non-Supported Interest Shortfalls allocated to the Class
A-8 Certificates that are covered by the Reserve Fund over (ii) the amount
available to be distributed in respect of the Class A-8 Certificates on such
Distribution Date pursuant to Paragraph first of Section 4.01(a)(i).
Class A-8 Principal Loss Amount: As to any Distribution Date, the sum
of, without duplication, (i) the Class A Subclass Loss Percentage of the Class
A-8 Certificates of the principal portion of Realized Losses allocated to the
Class A Certificates (other than the Class A-PO Certificates) with respect to
such Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated
to the Class A-8 Certificates after the Cross-Over Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Class A
Subclass Principal Balance.
Class A-9 Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-9 and Exhibit D hereto.
Class A-9 Certificateholder: The registered holder of the Class A-9
Certificate.
Class A-10 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-10 and Exhibit D hereto.
Class A-10 Certificateholder: The registered holder of the Class A-10
Certificate.
Class A-10 Interest Accrual Amount: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Subclass Pass-Through Rate for the
Class A-10 Certificate and (B) the Class A-10 Notional Amount as of the
Determination Date preceding such Distribution Date minus (ii) the Class A
Subclass Interest Percentage of the Class A-10 Certificate of (x) any
Non-Supported Interest Shortfall allocated to the Class A Certificates and the
Premium Payment with respect to such Distribution Date, (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class A Certificates and the Premium Payment with
respect to such Distribution Date pursuant to Section 4.02(e) and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates and the Premium Payment on or after the Cross-Over Date pursuant
to Section 4.02(e).
Class A-10 Notional Amount: As to any Distribution Date, an amount
equal to the Class A Subclass Principal Balance of the Class A-1 Certificates.
Class A-11 and Class A-12 Percentage: The sum of the Class A Subclass
Principal Balances of the Class A-11 and A-12 Certificates divided by the Pool
Balance (Non-PO Portion).
Class A-11 and Class A-12 Prepayment Shift Percentage: For any
Distribution Date will be the percentage indicated below:
Distribution Date Occurring In Class A-11 and Class A-12
Prepayment Shift Percentage
April 1997 through March 2002.................. 0%
April 2002 through March 2003.................. 30%
April 2003 through March 2004.................. 40%
April 2004 through March 2005.................. 60%
April 2005 through March 2006.................. 80%
April 2006 and thereafter...................... 100%
Class A-11 and Class A-12 Priority Amount: For any Distribution Date,
the lesser of (i) the sum of the Class A Subclass Principal Balances of the
Class A-11 and Class A-12 Certificates and (ii) the sum of (A) the product of
(1) the Class A-11 and Class A-12 Percentage, (2) the Class A-11 and Class A-12
Shift Percentage and (3) the Scheduled Principal Amount and (B) the product of
(1) the Class A-11 and Class A-12 Percentage, (2) the Class A-11 and Class A-12
Prepayment Shift Percentage, and (3) the Unscheduled Principal Amount.
Class A-11 and Class A-12 Shift Percentage: For any Distribution Date
will be the percentage indicated below:
Distribution Date Occurring In Class A-11 and Class A-12
Shift Percentage
April 1997 through March 2002.................. 0%
April 2002 and thereafter...................... 100%
Class A-11 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-11 and Exhibit D hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-11 Loss Amount: With respect to any Determination Date after
the Cross-Over Date, the amount, if any, by which the Class A Subclass Principal
Balance of the Class A-11 Certificates would be reduced as a result of the
application of the third sentence of the definition of Class A Subclass
Principal Balance without regard to the proviso set forth in such sentence.
Class A-12 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-12 and Exhibit D hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-12 Loss Allocation Amount: With respect to any Determination
Date after the Cross-Over Date the lesser of (a) the Class A Subclass Principal
Balance of the Class A-12 Certificates with respect to such Determination Date
prior to any reduction for the Class A-12 Loss Allocation Amount and (b) the
Class A-11 Loss Amount.
Class AIO-L Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L8 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L9 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit D hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Class A-PO Certificates pursuant to
Paragraphs third clause (B) and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan that was
repurchased by the Seller during such preceding month pursuant to Section
2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Mortgage Loan during the month preceding the
month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the Servicer, the Master Servicer or the Trustee in respect of such
defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit D hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class A-WIO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-WIO and Exhibit D hereto.
Class A-WIO Certificateholder: The registered holder of a Class A-WIO
Certificate.
Class A-WIO Interest Accrual Amount: As to any Distribution Date, (i)
the product of (a) 1/12th of the Class A-WIO Pass-Through Rate and (b) the Class
A-WIO Notional Amount as of the Determination Date preceding such Distribution
Date minus (ii) the Class A Subclass Interest Percentage of the Class A-WIO
Certificates of (x) any Non-Supported Interest Shortfall allocated to the Class
A Certificates and the Premium Payment with respect to such Distribution Date,
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates and
the Premium Payment with respect to such Distribution Date pursuant to Section
4.02(e) and (z) the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Class A Certificates and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e).
Class A-WIO Notional Amount: As to any Distribution Date, the
aggregate Scheduled Principal Balance of the Premium Mortgage Loans as of such
Distribution Date.
Class A-WIO Pass-Through Rate: As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Interest Rate of the
Premium Mortgage Loans minus 7.50%
Class AP-L Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Interest Accrual Amount: As to any Distribution Date, the sum
of the Class B Subclass Interest Accrual Amounts with respect to such
Distribution Date.
Class B Pass-Through Rate: As to any Distribution Date, 7.50% per
annum.
Class B Principal Balance: As of any date, an amount equal to the sum
of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance and Class B-5 Principal Balance.
Class B Subclass: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates or Class B-5
Certificates.
Class B Subclass Distribution Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4 or Class B-5 Distribution Amounts.
Class B Subclass Interest Accrual Amount: As to any Distribution Date
and any Class B Subclass, an amount equal to (i) the product of 1/12th of the
Class B Pass-Through Rate and the Class B Subclass Principal Balance of such
Class B Subclass as of the Determination Date preceding such Distribution Date
minus (ii) the Class B Subclass Interest Percentage of such Class B Subclass of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Class B Subclass Interest Percentage: As to any Distribution Date and
any Class B Subclass, the percentage calculated by dividing the Class B Subclass
Interest Accrual Amount of such Class B Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class B
Subclass Interest Accrual Amount).
Class B Subclass Interest Shortfall Amount: Any of the Class B-1
Interest Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3
Interest Shortfall Amount, Class B-4 Interest Shortfall Amount or Class B-5
Interest Shortfall Amount.
Class B Subclass Loss Percentage: As to any Determination Date and any
Class B Subclass then outstanding, the percentage calculated by dividing the
Class B Subclass Principal Balance of such Class B Subclass by the Class B
Principal Balance (determined without regard to any Class B Subclass Principal
Balance of any Class B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class B Subclass Percentage: Any one of the Class B-1 Percentage,
Class B-2 Percentage, Class B-3 Percentage, Class B-4 Percentage or Class B-5
Percentage.
Class B Subclass Prepayment Percentage: Any of the Class B-1
Prepayment Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment
Percentage, Class B-4 Prepayment Percentage or Class B-5 Prepayment Percentage.
Class B Subclass Principal Balance: Any of the Class B-1 Principal
Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4
Principal Balance or Class B-5 Principal Balance.
Class B Subclass Unpaid Interest Shortfall: Any of the Class B-1
Unpaid Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall or Class B-5 Unpaid
Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit D hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-1 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-1 Percentage for such Distribution Date will be zero.
Class B-1 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-1 Prepayment Percentage for such
Distribution Date will be zero.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class M
Principal Balance as of such Determination Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit D hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Prepayment Percentage for such
Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class M Principal Balance and the Class B-1 Principal Balance as of such
Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit D hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-3 Percentage for such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Prepayment Percentage for such
Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class M Principal Balance, the Class B-1 Principal Balance and the Class B-2
Principal Balance as of such Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-4 Certificate: Any 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)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-4 Percentage for such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Prepayment Percentage for such
Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance and the Class B-3 Principal Balance as of such Determination
Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-5 and Exhibit D hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class B Subclass Interest Accrual Amount of the Class B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Subclass and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth
in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class M
Principal Balance and the Class B Subclass Principal Balances of the Class B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class B-5 Percentage for such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class M Principal Balance and the Class B Subclass Principal Balances of
the Class B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Prepayment Percentage for such
Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-5 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the sum of the Class A
Principal Balance, the Class M Principal Balance, the Class B-1 Principal
Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance and
the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class M Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit C and Exhibit D hereto.
Class M Certificateholder: The registered holder of a Class M
Certificate.
Class M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class M Certificates pursuant to Paragraphs
fifth, sixth and seventh of Section 4.01(a)(i).
Class M Interest Accrual Amount: As to any Distribution Date, an
amount equal to (i) the product of 1/12th of the Class M Pass-Through Rate and
the Class M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Non-Supported Interest Shortfall allocated
to the Class M Certificates with respect to such Distribution Date and (y) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class M Certificates with respect to
such Distribution Date pursuant to Section 4.02(e).
Class M Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class M Interest Accrual Amount with respect to such
Distribution Date exceeds the amount distributed in respect of the Class M
Certificates on such Distribution Date pursuant to Paragraph fifth of Section
4.01(a)(i).
Class M Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class M Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) the Class M Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class M Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class M Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the Servicer, the Master Servicer or the
Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class M Optimal Principal Amount will
equal the lesser of (A) the Class M Optimal Principal Amount calculated as
described in the preceding provisions and (B) the Adjusted Principal Balance for
the Class M Certificates.
Class M Pass-Through Rate: As to any Distribution Date, 7.50% per
annum.
Class M Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (a) if any Class
B Certificates are eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class M Principal Balance (determined as
of the Determination Date preceding such Distribution Date) and the denominator
of which is the sum of the Class M Principal Balance and the Class B Subclass
Principal Balances of the Class B Subclasses eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii), if the Class
B Certificates are not eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d)(i), one.
Class M Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (a) if any Class B Certificates are eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d), a fraction, the numerator of which is the Class M Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Class M Principal Balance
and the Class B Subclass Principal Balances of the Class B Subclasses eligible
to receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (b) except as set forth in Section
4.01(d)(ii), if the Class B Certificates are not eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d)(i), one.
Class M Principal Balance: As to the first Determination Date, the
Original Class M Principal Balance. As of any subsequent Determination Date, the
lesser of (i) the Original Class M Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class M Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class M Certificates pursuant to Section
4.02(b) and (ii) the Adjusted Pool Amount as of the preceding Distribution Date
less the Class A Principal Balance as of such Determination Date.
Class M Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class M Interest Shortfall Amounts
for prior Distribution Dates is in excess of the amounts distributed in respect
of the Class M Certificates on prior Distribution Dates pursuant to Paragraph
sixth of Section 4.01(a)(i).
Class M-L Interest: A regular interest in the Lower-Tier REMIC which
is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii).
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.23.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a)
the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance
for such Distribution Date and (b) the Available Master Servicing Compensation
for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee, at which
at any particular time its corporate trust business shall be administered, which
office is located at 230 South Tryon Street, Charlotte, North Carolina 28288.
Corresponding Upper-Tier Class : As to the following Uncertificated
Lower-Tier Interests, the Corresponding Upper-Tier Class or Classes, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class
Class A-L1 Interest Class A-1 Certificates and
Class A-10 Certificate
Class A-L2 Interest 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-11 Certificates and
Class A-12 Certificates
Class A-L8 Interest Class A-8 Certificates
Class A-L9 Interest Class A-9 Certificate
Class AP-L Interest Class A-PO Certificates
Class AIO-L Interest Class A-WIO Certificates
Class A-LUR Interest Class A-R Certificate
Class M-L Interest Class M Certificates
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of such
Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of
the month preceding the month of such Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from the
day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class A Subclasses and the
Premium Payment pursuant to Paragraph first of Section 4.01(a)(i) on such
Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class B Certificates pursuant to
Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-3, Class B-4
and Class B-5 Certificates by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class B Subclass Principal Balances of the Class B-4 and Class
B-5 Certificates by the sum of the Class A Non-PO Principal Balance, the Class M
Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Subclass Principal Balance of the Class B-5 Certificates by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance. As to the first Distribution Date, the Original Class
B-4 Fractional Interest.
Current Class M Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal
Balance, the Class M Principal Balance and the Class B Principal Balance. As to
the first Distribution Date, the Original Class M Fractional Interest.
Current Class M Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class M Certificates pursuant to
Paragraph fifth of Section 4.01(a)(i) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not
a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of either of them. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-8 Certificate who was
living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trustee has
received through the Clearing Agency evidence of death satisfactory to the
Trustee and any tax waivers requested by the Trustee.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class A-10 and A-WIO Certificates) representing the
principal portion of the Cut-Off Date Aggregate Principal Balance evidenced by
such Certificate. As to the Class A-10 Certificate, the Original Class A-10
Notional Amount. As to the Class A-WIO Certificates, the Percentage Interest
specified on the face of each Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 7.50%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading)(or, in the case of the Class A-8
Certificates, without giving effect to the guaranty provided by Financial
Security) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each Rating
Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) (or, in the case of the Class A-8 Certificates, without giving
effect to the guaranty provided by Financial Security) by either Rating
Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the case
of the principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) (or, in the case of the Class
A-8 Certificates, without giving effect to the guaranty provided by
Financial Security) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
in either case entered into with a depository institution or trust company
(acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) (or, in the case
of the Class A-8 Certificates, without giving effect to the guaranty
provided by Financial Security) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) (or, in the case of the Class A-8 Certificates, without giving
effect to the guaranty provided by Financial Security) by either Rating
Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized in the month preceding the
month of such Distribution Date, (i) if the Aggregate Current Fraud Losses with
respect to such Distribution Date exceed the then-applicable Fraud Loss Amount,
then the portion of such Fraud Loss represented by the ratio of (a) the excess
of the Aggregate Current Fraud Losses over the then-applicable Fraud Loss
Amount, divided by (b) the Aggregate Current Fraud Losses, or (ii) if the
Aggregate Current Fraud Losses with respect to such Distribution Date are less
than or equal to the then-applicable Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Section 2.02, which Mortgage Loan is
serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Financial Security: Financial Security Assurance Inc., a New York
monoline insurance company or any successor thereto.
Financial Security Contact Person: The officer designated by the
Master Servicer to provide information to Financial Security pursuant to Section
4.08(g). The initial Financial Security Contact Person is appointed in Section
11.29.
Financial Security Default: The existence and continuance of any of
the following:
(a) Financial Security fails to make a payment required under a
Policy in accordance with its terms;
(b) Financial Security (A) files any petition or commences any
case or proceeding under any provision or similar federal or state law
relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (B) makes a general assignment for the benefit of its
creditors, or (C) has an order for relief entered against it under the
United States Bankruptcy Code or any other similar federal or state
law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization which is final and nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority enters a final and
nonappealable order, judgment or decree (1) appointing a custodian,
trustee, agent or receiver for Financial Security or for all or any
material portion of its property or (2) authorizing the taking of
possession by a custodian, trustee, agent or receiver of Financial
Security (or the taking of possession of all or any material portion
of the property of Financial Security).
FNMA: The Federal National Mortgage Association or any successor
thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if any,
of (i) Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date over
(ii) the sum of the unpaid principal balance of each such Liquidated Loan plus
accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid) to the first day of the month in which such Distribution Date occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off Date
an amount equal to: (X) prior to the first anniversary of the Cut-Off Date an
amount equal to $4,500,826.02 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt
with respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Individual Class A-8 Certificate: A Class A-8 Certificate which
evidences $1,000 original principal balance.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Lehman Brothers: Lehman Brothers Inc., or its successor in interest.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) in connection with the liquidation of defaulted Mortgage
Loans or property acquired in respect thereof, whether through foreclosure, sale
or otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Living Holder: Beneficial Owner of the Class A-8 Certificates other
than a Deceased Holder.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans, such amounts as shall
from time to time be held in the Certificate Account, the insurance policies, if
any, relating to a Mortgage Loan, property which secured a Mortgage Loan and
which has been acquired by foreclosure or deed in lieu of foreclosure and the
rights of the Trustee under the Reserve Fund and the Policy.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.28.
Mid-Month Receipt Period: With respect to each Distribution Date, the
one month period beginning on the Determination Date occurring in the calendar
month preceding the month in which such Distribution Date occurs and ending on
the day preceding the Determination Date immediately preceding such Distribution
Date.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage
Note and/or Mortgage riders required when the Mortgaged Property is a
condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to
the Trustee on the Closing Date as part of the Trust Estate and attached hereto
as Exhibits F-1, F-2 and F-3, which list may be amended following the Closing
Date upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or
2.03 and which list shall set forth at a minimum the following information of
the close of business on the Cut-Off Date (or, with respect to Substitute
Mortgage Loans, as of the close of business on the day of substitution) as to
each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee; and
(xvi) for Mortgage Loans identified on Exhibit F-3, the name of the
Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to
the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses with respect to such
Distribution Date.
Net Liquidation Proceeds: As to any Liquidated Loan, Liquidation
Proceeds net of Liquidation Expenses. For all purposes of this Agreement, Net
Liquidation Proceeds shall be allocated first to accrued and unpaid interest on
the related Mortgage Loan and then to the unpaid principal balance thereof.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.27 with respect to
such Mortgage Loan and (b) the Master Servicing Fee Rate, as set forth in
Section 11.28 with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net Partial Liquidation Proceeds: Partial Liquidation Proceeds with
respect to a Mortgage Loan net of unreimbursed Liquidation Expenses incurred
with respect to such Mortgage Loan. For all purposes of this Agreement, Net
Partial Liquidation Proceeds shall be allocated first to accrued and unpaid
interest on the related Mortgage Loan and then to the unpaid principal balance
thereof.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i)
1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate
for such Mortgage Loan by 7.50%.
Non-PO Voting Interest: The ratio obtained by dividing the Pool
Balance (Non-PO Portion) by the sum of the Pool Balance (Non-PO Portion) and the
Pool Balance (PO Portion).
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer or the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance, the Class M Principal Balance and the
Class B Principal Balance, (b) the Class M Certificates according to the
percentage obtained by dividing the Class M Principal Balance by the sum of the
Class A Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance and (c) the Class B Certificates according to the percentage
obtained by dividing the Class B Principal Balance by the sum of the Class A
Non-PO Principal Balance, the Class M Principal Balance and the Class B
Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in
interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage
Loan Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 and Exhibit F-2 Mortgage Loans initially by Norwest
Mortgage.
Notice of Claim: The notice to be delivered by the Trustee to
Financial Security with respect to any Distribution Date as to which there is a
Class A-8 Distribution Deficiency, which shall be in the form attached to the
Policy.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee; provided, however, that with respect to REMIC matters, matters relating
to the determination of Eligible Accounts or matters relating to transfers of
Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to the Class M Certificates or
any Class B Subclass and any Distribution Date, an Optimal Adjustment Event will
occur with respect to such Class or Subclass if: (i) the principal balance of
such Class or Subclass on the Determination Date succeeding such Distribution
Date would have been reduced to zero (regardless of whether such principal
balance was reduced to zero as a result of principal distribution or the
allocation of Realized Losses) and (ii) (a) any Class A Subclass Principal
Balance would be subject to further reduction as a result of the third or fifth
sentences of the definition of Class A Subclass Principal Balance or (b) with
respect to any Class B Subclass, the Class M Principal Balance or the Class B
Subclass Principal Balance of a Class B Subclass with a lower numerical
designation would be reduced with respect to such Distribution Date as a result
of the application of clause (ii) of the definition of Class M Principal
Balance, Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance or Class B-5 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Class A Subclass Principal Balances of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-11,
Class A-12, Class A-R and Class A-LR Certificates, as set forth in Section
11.06.
Original Class A Subclass Principal Balance: Any of the Original Class
A Subclass Principal Balances as set forth in Section 11.05.
Original Class A-10 Notional Amount: The Original Class A-10 Notional
Amount, as set forth in Section 11.07.
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance and Original Class B-5
Principal Balance, as set forth in Section 11.17.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance and the Original Class B-5 Principal Balance by the sum of
the Original Class A Non-PO Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.19.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance and the Original
Class B-5 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance, the Original Class M Principal Balance and the Original Class B
Principal Balance. The Original Class B-2 Fractional Interest is specified in
Section 11.20.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance and the Original Class B-5 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance, the Original Class M Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.21.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-5 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance, the
Original Class M Principal Balance and the Original Class B Principal Balance.
The Original Class B-4 Fractional Interest is specified in Section 11.22.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.14.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.16.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.18.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.18.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.18.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.18.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.18.
Original Class M Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B Principal Balance
by the sum of the Original Class A Non-PO Principal Balance, the Original Class
M Principal Balance and the Original Class B Principal Balance. The Original
Class M Fractional Interest is specified in Section 11.11.
Original Class M Percentage: The Class M Percentage as of the Cut-Off
Date, as set forth in Section 11.09.
Original Class M Principal Balance: The Class M Principal Balance as
of the Cut-Off Date, as set forth in Section 11.10.
Original Subordinated Percentage: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.08.
Original Subordinated Principal Balance: The sum of the Original Class
M Principal Balance and the Original Class B Principal Balance.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the
Norwest Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Section 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class A-1 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as agent
for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than
the Class A-10 Certificate or Class A-WIO Certificate), the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class A
Subclass. With respect to the Class A-10 Certificate, 100%. With respect to a
Class A-WIO Certificate, the percentage interest specified on the face of such
Certificate. With respect to a Class M Certificate, the undivided percentage
interest obtained by dividing the original principal balance of such Certificate
by the aggregate original principal balance of all Certificates of such Class.
With respect to a Class B Certificate, the undivided percentage interest
obtained by dividing the original principal balance of such Certificate by the
aggregate original principal balance of all Certificates of such Class B
Subclass.
Periodic Advance: The aggregate of the advances required to be made by
a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Policy: The irrevocable Financial Guaranty Insurance Policy No.
50573-N, including any endorsements thereto, issued by Financial Security with
respect to the Class A-8 Certificates, in the form attached hereto as Exhibit N.
Policy Payments Account: The account maintained pursuant to Section
4.08(b).
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Mortgage Loans (including, without limitation, the proceeds of any
repurchase of a Mortgage Loan by the Seller and any Substitution Principal
Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all
other amounts required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the applicable Servicing Fee and (ii) the
Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers after
the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt,
and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans repurchased
by the Seller pursuant to Section 2.02 or 2.03 on or following the Due Date
in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for
a defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs and the unpaid principal balance of such
defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any recoveries in respect of principal which had
previously been allocated as a loss to one or more Subclasses of the Class
A or Class B Certificates or the Class M Certificates pursuant to Section
4.02.
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate 7.50% or greater.
Premium Payment: As to any Distribution Date, (i) the product of (a)
1/12th of 0.075% and (b) the Class A Subclass Principal Balance of the Class A-8
Certificates as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Premium Percentage of (x) any Non-Supported
Interest Shortfall allocated to the Class A Certificates with respect to such
Distribution Date, (y) the interest portion of any Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class A
Certificates and Financial Security with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates and Financial Security
on or after the Cross-Over Date pursuant to Section 4.02(e). The Premium Payment
will be an expense of the Lower-Tier REMIC.
Premium Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Class A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each Class
A Subclass Interest Accrual Amount) and (b) the Premium Payment (determined
without regard to clause (ii) of the definition of Premium Payment).
Premium Shortfall Amount: As to any Distribution Date, any amount by
which the Premium Payment with respect to such Distribution Date exceeds the
amount distributed to Financial Security on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
Premium Shortfall Percentage: As to any Distribution Date, the
percentage calculated by dividing the Premium Unpaid Shortfall by the sum of the
Class A Unpaid Interest Shortfall and the Premium Unpaid Shortfall, in each case
determined as of the day preceding the applicable Distribution Date.
Premium Unpaid Shortfall: As to any Distribution Date, the amount, if
any, by which the aggregate of the Premium Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed to Financial Security
on prior Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i).
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class M Optimal Principal
Amount, Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount,
Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount or Class
B-5 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for the Class M Certificates or such Class B Subclass shall equal the difference
between (i) the amount that would have been distributed to such Class or
Subclass as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class or Subclass.
Principal Balance: Each of the Class A Subclass Principal Balances,
the Class M Principal Balance, the Class B-1 Principal Balance, the Class B-2
Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal
Balance and the Class B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the
Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates and Class M
Certificates are Moody's and DCR. The Rating Agency for the Class B-1, Class
B-2, Class B-3 and Class B-4 Certificates is DCR. If any such agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Seller,
notice of which designation shall be given to the Trustee, Financial Security
and the Master Servicer. References herein to the highest short-term rating
category of a Rating Agency shall mean P-1 in the case of Moody's, D-1+ in the
case of DCR and in the case of any other Rating Agency shall mean its equivalent
of such ratings. References herein to the highest long-term rating categories of
a Rating Agency shall mean AAA in the case of DCR, Aaa in the case of Moody's,
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.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Reserve Fund: The non-interest bearing trust account established with
the Trustee and maintained by the Trustee for the benefit of the Class A-8
Certificateholders pursuant to Section 4.06. The Reserve Fund shall be an
Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the lesser
of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-8 Certificates.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rounding Account: The special account established with the Trustee and
maintained by the Trustee pursuant to Section 4.07(e). The Rounding Account
shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the amount, if
any, required to be withdrawn from the Rounding Account pursuant to Section
4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Certificates: The Class A-2 Certificates.
Scheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution
Date, the principal balance of such Mortgage Loan as of the Due Date in the
month preceding the month of such Distribution Date as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the related Servicer during the related Unscheduled Principal Receipt
Period for each applicable type of Unscheduled Principal Receipt related to the
Distribution Date occurring in the month preceding such Distribution Date, (B)
Deficient Valuations incurred prior to such Due Date and (C) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan at any time through the last day
of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in
interest.
Senior Accrual Amount: With respect to any Distribution Date, the sum
of the Class A Interest Accrual Amount and the Premium Payment.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, Countrywide Home Loans, Inc.,
First Bank National Association, HomeSide Lending, National City Mortgage
Company and Suntrust Mortgage Inc., as Servicer under the related Servicing
Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.27.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(e).
Single Certificate: A Certificate of any Class or Subclass that
evidences the smallest permissible Denomination for such Class or Subclass, as
set forth in Section 11.26.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee or the Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,250,413.01 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates, as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and or after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date,
the greater of (i) 1.00% and (ii) the largest percentage obtained by dividing
the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class A-WIO, Class A-R and Class A-LR and each subdivision of the Class B
Certificates, denominated respectively as Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5.
Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans, such amounts as may be held from time to time
in the Certificate Account 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 related Servicing Agreement, property which
secured a Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure and the rights of the Trustee under the Reserve Fund and the
Policy. None of the Reserve Fund, the Policy or the Policy Payments Account
shall be part of the Upper-Tier REMIC or Lower-Tier REMIC comprised by the Trust
Estate.
Trustee: First Union National Bank of North Carolina, a national
banking association.
Uncertificated Lower-Tier Interests: Any of the Class A-L1, Class
A-L2, Class A-L9, Class AP-L, Class AIO-L, Class A-LUR, Class M-L, Class B-L1,
Class B-L2, Class B-L3, Class B-L4 and Class B-L5 Interests.
Unpaid Interest Shortfalls: Each of the Class A Subclass Unpaid
Interest Shortfalls, the Class M Unpaid Interest Shortfall, the Class B-1 Unpaid
Interest Shortfall, the Class B-2 Unpaid Interest Shortfall, the Class B-3
Unpaid Interest Shortfall, the Class B-4 Unpaid Interest Shortfall and the Class
B-5 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount.
Unscheduled Principal Receipt: Any Mortgagor payment or other recovery
of principal on a Mortgage Loan which is received in advance of its Due Date and
is not accompanied by an amount representing scheduled interest for any period
subsequent to the date of prepayment, including, without limitation, Principal
Prepayments, Liquidation Proceeds, Net REO Proceeds and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices and excluding any Net Foreclosure
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class A-LR Certificate), the Class M Certificates and the Class B
Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest, (b)
the Holders of the Class M Certificates will collectively be entitled to the
then applicable percentage of the aggregate Voting Interest represented by all
Certificates equal to the product of (i) the ratio obtained by dividing the
Class M Principal Balance by the sum of the Class A Non-PO Principal Balance,
the Class M Principal Balance and the Class B Principal Balance and (ii) the
Non-PO Voting Interest and (c) the Holders of the Class B Certificates will
collectively be entitled to the balance of the aggregate Voting Interest
represented by all Series 1997-4 Certificates. The aggregate Voting Interests of
each Subclass of Class A Certificates (other than the Class A-10, Class A-WIO
and Class A-PO Certificates) on any date will be equal to the product of (a) 98%
of the Class A Voting Interest represented by clause (A) of the definition
thereof and (b) the fraction obtained by dividing the Class A Subclass Principal
Balance of such Class A Subclass by the Class A Non-PO Principal Balance on such
date. The Voting Interest of the Class A-10 Certificate on any date will be 1%
of the amount of the Class A Voting Interest on such date represented by clause
(A) of the definition of Class A Voting Interest. The Voting Interest of the
Class A-WIO Certificates on any date will be 1% of the amount of the Class A
Voting Interest on such date represented by clause (A) of the definition of
Class A Voting Interest. The aggregate Voting Interests of the Class A-PO
Certificates on any date will be equal to the Class A Voting Interest
represented by clause (B) of the definition thereof. The aggregate Voting
Interests of each Subclass of Class B Certificates will equal such Subclass's
pro rata portion of the Voting Interest allocated to the Class B Certificates
based on such Subclass's outstanding principal balance. Each Certificateholder
of a Class or Subclass will have a Voting Interest equal to the product of the
Voting Interest to which such Class or Subclass is collectively entitled and the
Percentage Interest in such Class or Subclass represented by such Holder's
Certificates. With respect to any provisions hereof providing for action,
consent or approval of each Class or Subclass of Certificates or specified
Classes or Subclasses of Certificates, each Certificateholder of a Class or
Subclass will have a Voting Interest in such Class or Subclass equal to such
Holder's Percentage Interest in such Class or Subclass.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder, the Holders of the Certificates and Financial Security any
benefit or any legal or equitable right, power, remedy or claim under this
Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to
each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by Norwest Mortgage or the applicable
Norwest Mortgage Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trustee promptly following its recordation, but in no event later than one (1)
year following the Closing Date. The Seller shall also cause to be delivered to
the Trustee any other original mortgage loan document to be included in the
Owner Mortgage Loan File if a copy thereof has been delivered. The Seller shall
pay from its own funds, without any right of reimbursement therefor, the amount
of any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in any Servicing Agreement, deliver or cause to be
delivered to the Trustee the assignment of the Mortgage Loan from the Seller
to the Trustee in a form suitable for recordation, together with an Opinion of
Counsel to the effect that recording is not required to protect the Trustee's
right, title and interest in and to the related Mortgage Loan or, in case
a court should recharacterize the sale of the Mortgage Loans as a financing,
to perfect a first priority security interest in favor of the Trustee in the
related Mortgage Loan. In the event that the Master Servicer receives notice
that recording is required to protect the right, title and interest of the
Trustee in and to any such Mortgage Loan for which recordation of an assignment
has not previously been required, the Master Servicer shall promptly notify
the Trustee 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 and deliver each previously unrecorded assignment to the related
Servicer for recordation.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages,
the assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate through the last day of the month in which such repurchase takes place or
(ii) if within two years of the Startup Day, or such other period permitted by
the REMIC Provisions, substitute for any Mortgage Loan to which such material
defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Seller set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Mortgage Interest Rate equal to that of the Mortgage Loan
for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, Master Servicer
or Trustee with respect to such Mortgage Loan, shall be deposited in the
Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the
Due Date in the month of substitution shall not be part of the Trust Estate.
Upon receipt by the Trustee of written notification of any such deposit signed
by an officer of the Seller, or the new Owner Mortgage Loan File, as the case
may be, the Trustee shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee
and the Trustee for the benefit of Certificateholders that, as of the date of
execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation;
and any security agreement, chattel mortgage or equivalent document related
to, and delivered to the Trustee or to the Custodian with, any Mortgage
establishes in the Seller a valid and subsisting first lien on the property
described therein and the Seller has full right to sell and assign the same
to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares, the
Mortgaged Property consists of a fee simple estate in real property; all of
the improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law); and, to the best of the Seller's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather); and all costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been paid, except recording
fees with respect to Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan identified on the
Mortgage Loan Schedule as a T.O.P. Mortgage Loan and any Mortgage Loan
secured by Mortgaged Property located in Iowa, as to which an opinion of
counsel of the type customarily rendered in such State in lieu of title
insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC insuring the originator, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and subject only to (A) the lien of
current real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the
Mortgaged Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage Loan,
(C) liens created pursuant to any federal, state or local law, regulation
or ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Trustee, no claims
have been made under such mortgagee title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project; if upon origination of the
Mortgage Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance
which was available under the Flood Disaster Protection Act of 1973; and
each Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage Note
or Mortgage unenforceable, in whole or in part, or subject it to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not more than 360
months;
(xx) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation
arising from any bankruptcy, insolvency or other law for the relief of
debtors), and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(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, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates
(other than the Class A-R and Class A-LR Certificates), the Class M Certificates
and the Subclasses of Class B Certificates as classes of "regular interests" and
the Class A-R Certificate as the single class of "residual interest" in the
Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Seller hereby further designates the Class A-L1 Interest,
Class A-L2 Interest, Class A-L8 Interest, Class A-L9 Interest, Class AP-L
Interest, Class AIO-L Interest, Class A-LUR Interest, Class B-L1 Interest, Class
B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and
Class M-L Interest as classes of "regular interests" and the Class A-LR
Certificate as the single class of "residual interest" in the Lower-Tier REMIC
for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The
Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier
REMIC and the Lower-Tier REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the Upper-Tier
REMIC and Lower-Tier REMIC is April 25, 2027 for purposes of Code Section
860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on
the day of receipt thereof all amounts received by it from any Servicer pursuant
to any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any; and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
Section 3.02. Permitted Withdrawals from the Certificate
Account.
(a) The Master Servicer may, from time to time, make withdrawals from
the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer for
Periodic Advances made by the Master Servicer or the Trustee pursuant to
Section 3.03(a) or any Servicer pursuant to any Servicing Agreement with
respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee for
any Periodic Advances determined in good faith to have become
Nonrecoverable Advances;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee (or,
in certain cases, the Seller) for expenses incurred by it (including taxes
paid on behalf of the Trust Estate) and recoverable by or reimbursable to
it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the second sentence of
Section 8.14(a) or pursuant to such Servicer's Servicing Agreement,
provided such expenses are "unanticipated" within the meaning of the REMIC
Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to such Servicer's
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein; and
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of Norwest Mortgage or such Other Servicer, as the case may be, (ii)
the amount actually advanced, (iii) the amount that the Trustee or Master
Servicer is required to advance hereunder and (iv) whether the Master Servicer
has determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent Norwest Mortgage fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the Norwest Servicing Agreement, the Master Servicer shall, if the
Master Servicer knows of such failure of Norwest Mortgage, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04. Trustee to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan, including but not limited to, collection under any
insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of
such Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer
or such Servicer, as directed by the Master Servicer, court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05. Reports to the Trustee; Annual Compliance
Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current FNMA monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07,
the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing
of the Mortgage Loans by each Servicer and the performance by each Servicer of
all services, duties, responsibilities and obligations that are to be observed
or performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage
Loan shall be permitted by the Trustee or the Master Servicer, such modification
shall be construed as a substitution of the modified Mortgage Loan for the
Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor; provided, however, that the Cut-Off
Date Principal Balances of the Mortgage Loans repurchased pursuant to this
provision shall not exceed 2.5% of the Cut-Off Date Aggregate Principal Balance
of the Mortgage Loans. The purchase price for any such Mortgage Loan shall be
100% of the unpaid principal balance of such Mortgage Loan plus accrued interest
thereon at the Mortgage Interest Rate through the last day of the month in which
such repurchase occurs. Upon the receipt of such purchase price, the Master
Servicer shall provide to the Trustee the certification required by Section 3.04
and the Trustee and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with
an unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) (without, in the case of the Class
A-8 Certificates, giving effect to the guaranty provided by Financial Security)
as a result of such agreement. Any such agreement may contain provisions whereby
such holder may instruct the Master Servicer to instruct a Servicer to the
extent provided in the applicable Servicing Agreement to commence or delay
foreclosure proceedings with respect to delinquent Mortgage Loans and will
contain provisions for the deposit of cash by the holder that would be available
for distribution to Certificateholders if Liquidation Proceeds are less than
they otherwise may have been had the Servicer acted in accordance with its
normal procedures.
Section 3.09. Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trustee provides Norwest Mortgage written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trustee shall terminate the Norwest Servicing
Agreement without the recommendation of the Master Servicer. The Master Servicer
shall indemnify the Trustee and hold it harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee in
connection with termination of such Servicing Agreement at the direction of the
Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee
may enter into a substitute Servicing Agreement with the Master Servicer or, at
the Master Servicer's nomination, with another mortgage loan service company
acceptable to the Trustee, the Master Servicer and each Rating Agency under
which the Master Servicer or such substitute servicer, as the case may be, shall
assume, satisfy, perform and carry out all liabilities, duties, responsibilities
and obligations that are to be, or otherwise were to have been, satisfied,
performed and carried out by such Servicer under such terminated Servicing
Agreement. Until such time as the Trustee enters into a substitute servicing
agreement with respect to the Mortgage Loans previously serviced by such
Servicer, the Master Servicer shall assume, satisfy, perform and carry out all
obligations which otherwise were to have been satisfied, performed and carried
out by such Servicer under its terminated Servicing Agreement. However, in no
event shall the Master Servicer be deemed to have assumed the obligations of a
Servicer to advance payments of principal and interest on a delinquent Mortgage
Loan in excess of the Master Servicer's independent Periodic Advance obligation
under Section 3.03 of this Agreement. As compensation for the Master Servicer of
any servicing obligations fulfilled or assumed by the Master Servicer, the
Master Servicer shall be entitled to any servicing compensation to which a
Servicer would have been entitled if the Servicing Agreement with such Servicer
had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a)(i) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Subclasses of Class A Certificates and Financial
Security, pro rata, based upon their respective Class A Subclass Interest
Accrual Amounts and the Premium Payment, respectively, in an aggregate amount up
to the sum of the Class A Subclass Interest Accrual Amounts and the Premium
Payment with respect to such Distribution Date; provided, that prior to the
Accretion Termination Date, an amount equal to the amount that would otherwise
be distributable in respect of interest to the Class A-3 Certificates will
instead be distributed in reduction of the Class A Subclass Principal Balances
of the Class A-2 and Class A-3 Certificates in accordance with Section 4.01(b);
second, to the Subclasses of Class A Certificates and Financial
Security, pro rata, based upon their respective Class A Subclass Unpaid Interest
Shortfalls and Premium Unpaid Shortfalls, respectively, in an aggregate amount
up to the sum of the Class A Subclass Unpaid Interest Shortfalls and Premium
Unpaid Shortfalls; provided, that prior to the Accretion Termination Date, an
amount equal to the amount that would otherwise be distributable in respect of
interest shortfalls to the Class A-3 Certificates will instead be distributed in
reduction of the Class A Subclass Principal Balances of the Class A-2 and Class
A-3 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; and
twentieth, to the Class B-5 Certificates in an amount up to the Class
B Subclass Interest Accrual Amount for the Class B-5 Certificates with respect
to such Distribution Date;
twenty-first, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
twenty-second, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO
Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-LR Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class A-R or Class A-LR
Certificate) has been reduced to zero, such Class or Subclass will be entitled
to no further distributions of principal or interest (including, without
limitation, any Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Subclass will be allocated pro
rata based on principal balance among the Class A Certificates (other than the
Class A-10, Class A-WIO and Class A-PO Certificates), the Class M Certificates
and any Class B Subclass with a lower numerical designation and the amount of
the Principal Adjustment, if any, attributable to the Class M Certificates will
be allocated to the Subclasses of Class A Certificates (other than the Class
A-10, Class A-WIO and Class A-PO Certificates) pro rata based on the Class A
Subclass Principal Balances.
Any amount allocated to the Class A-8 Certificates will be distributed
to holders thereof as a reduction of the Class A Subclass Principal Balance of
the Class A-8 Certificates in accordance with the provisions of Section 4.07.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class A-L9 Interest and the Class AP-L
Interest) shall receive distributions in respect of interest in an amount equal
to the (i) Class A Subclass Interest Accrual Amount and Class A Subclass Unpaid
Interest Shortfall, (ii) Class M Interest Accrual Amount and Class M Unpaid
Interest Shortfall or (iii) Class B Subclass Interest Accrual Amount and Class B
Subclass Unpaid Interest Shortfall, as the case may be, in respect of its
Corresponding Upper-Tier Class or Classes in each case to the extent actually
distributed (or, in the case of the Class A-3 Certificates, accrued) thereon.
Such amounts distributed to the Uncertificated Lower-Tier Interests in respect
of principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest (other than the Class AIO-L Interest) equals the Class A
Subclass Principal Balance, Class M Principal Balance or Class B Subclass
Principal Balance, as the case may be, of the respective Corresponding
Upper-Tier Class or Classes. The Class AIO-L Interest has no principal balance.
The notional balance of the Class AIO-L Interest equals the aggregate Scheduled
Principal Balance of the Premium Mortgage Loans as of such date. The initial
principal balance of each Uncertificated Lower-Tier Interest (other than the
Class AIO-L Interest) equals the Original Class A Subclass Principal Balance,
Original Class M Principal Balance, Original Class B-1 Principal Balance,
Original Class B-2 Principal Balance, Original Class B-3 Principal Balance,
Original Class B-4 Principal Balance or Original Class B-5 Principal Balance as
the case may be, of the respective Corresponding Upper-Tier Class or Classes.
The Class AIO-L Interest has no initial principal balance.
The pass-through rate with respect to each Uncertificated Lower-Tier
Interest (other than the Class A-L9 Interest, Class AIO-L Interest and Class
AP-L Interest) shall be 7.50% per annum. The pass-through rate with respect to
the Class AIO-L Interest shall be the Class A-WIO Pass-Through Rate. The Class
A-L9 Interest and the Class AP-L Interest are principal-only interests and are
not entitled to distributions of interest. Any Non-Supported Interest Shortfalls
will be allocated to each Uncertificated Lower-Tier Interest in the same
relative proportions as interest is allocated to such Uncertificated Lower-Tier
Interest.
(b) On each Distribution Date occurring prior to the Accretion
Termination Date, an amount equal to the Class A-3 Accrual Distribution Amount,
if any, for such Distribution Date will be allocated in reduction of the
principal balances of the Class A-2 and Class A-3 Certificates as follows:
first, to the Class A-2 Certificates up to their Reduction Amount for such
Distribution Date, until the Class A Subclass Principal Balance thereof has been
reduced to zero and second, to the Class A-3 Certificates, until the Class A
Subclass Principal Balance thereof 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 Class A Certificates
(other than the Class A-PO Certificates) as follows:
first, to the Class A-11 and Class A-12 Certificates, pro rata, up to
the Class A-11 and Class A-12 Priority Amount;
second, on each Distribution Date on and after the Distribution Date
in April 2000, but only so long as the Class A Subclass Principal Balance of the
Class A-7 Certificates is greater than zero, concurrently, to the Class A-8 and
Class A-9 Certificates, pro rata, an amount up to $30,000 until the Class A
Subclass Principal Balance of the Class A-8 and Class A-9 Certificates has been
reduced to zero;
third, concurrently, as follows:
(i) 32.2195678808% sequentially as follows:
(A) to the Class A-1 Certificates up to their PAC Principal
Amount for such Distribution Date, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(B) to the Class A-2 Certificates up to their Reduction
Amount for such Distribution Date, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
(C) to the Class A-3 Certificates, until the Class A
Subclass Principal Balance thereof has been reduced to zero;
(D) to the Class A-2 Certificates without regard to their
Reduction Amount and until the Class A Subclass Principal Balance
thereof has been reduced to zero;
(E) to the Class A-1 Certificates without regard to their
PAC Principal Amount and until the Class A Subclass Principal
Balance thereof has been reduced to zero;
(ii) 67.7804321192% sequentially as follows:
(A) concurrently, 33.5245474186% to the Class A-4
Certificates and 66.4754525814% to the Class A-6 Certificates,
until the Class A Subclass Principal Balance of the Class A-4
Certificates has been reduced to zero;
(B) concurrently, 93.7925790282% to the Class A-5
Certificates and 6.2074209718% to the Class A-6 Certificates,
until the Class A Subclass Principal Balance of the Class A-5
Certificates has been reduced to zero;
(C) concurrently, 71.4796283059% to the Class A-6
Certificates and 28.5203716941% to the Class A-7 Certificates,
until the Class A Subclass Principal Balance of the Class A-6
Certificates has been reduced 32.5412690224% of its Original
Class A Subclass Principal Balance;
fourth, concurrently, 77.0869930497% to the Class A-6 Certificates and
22.9130069503% to the Class A-7 Certificates, until the Class A Subclass
Principal Balance of the Class A-6 Certificates has been reduced to zero;
fifth, to the Class A-7 Certificates, until the Class A Subclass
Principal Balance thereof has been reduced to zero;
sixth, concurrently, to the Class A-8 and the Class A-9 Certificates,
pro rata, until the Class A Subclass Principal Balance of each such Subclass has
been reduced to zero;
seventh, concurrently, to the Class A-R and the Class A-LR
Certificates, pro rata, until the Class A Subclass Principal Balance of each
such Subclass has been reduced to zero; and
eighth, concurrently, to the Class A-11 and the Class A-12
Certificates, pro rata, without regard to the Class A-11 and Class A-12 Priority
Amount, until the Class A Subclass Principal Balance of each such Subclass has
been reduced to zero.
As used above, "PAC Principal Amount" for any Distribution Date means
the amount, if any, that would reduce the Class A Subclass Principal balance of
the Class A-1 Certificates to the percentage of its Class A Subclass Principal
Balance shown in the following tables with respect to such Distribution Date.
As used above, "Reduction Amount" for any Distribution Date means the
amount, if any, that would reduce the Class A Subclass Principal balance of the
Class A-2 Certificates to the percentage of its Class A Subclass Principal
Balance shown in the following tables with respect to such Distribution Date.
The following tables set forth for each Distribution Date the planned
Class A Subclass Principal Balance of the PAC Certificates and the scheduled
Class A Subclass Principal Balance for the Scheduled Certificates, expressed as
a percentage of the initial Class A Subclass Principal Balance of each such
Subclass.
<PAGE>
<TABLE>
<CAPTION>
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balances
Class A-1 Certificates
Percentage of Percentage of Percentage of
Initial Class Initial Class A Initial Class
A Subclass Subclass A Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
Up to and including November 1999 66.31983497% July 2001 29.51532659%
March 1998 100.00000000% December 1999 64.34864438 August 2001 27.78226361
April 1998 98.82118314 January 2000 62.38732302 September 2001 26.05811105
May 1998 97.58229958 February 2000 60.43582059 October 2001 24.34282354
June 1998 96.28385484 March 2000 58.49408689 November 2001 22.63635603
July 1998 94.92638517 April 2000 56.61209211 December 2001 20.93866363
August 1998 93.51045741 May 2000 54.73976666 January 2002 19.24970172
September 1998 92.03666850 June 2000 52.87706112 February 2002 17.56942595
October 1998 90.50564505 July 2000 51.02392652 March 2002 15.89779218
November 1998 88.91820751 August 2000 49.18031401 April 2002 14.41003840
December 1998 87.27507804 September 2000 47.34617496 May 2002 12.93084232
January 1999 85.57710790 October 2000 45.52146119 June 2002 11.46016161
February 1999 83.82526542 November 2000 43.70612456 July 2002 9.99795436
March 1999 82.02036954 December 2000 41.90011726 August 2002 8.54417864
April 1999 80.16360096 January 2001 40.10339184 September 2002 7.09879306
May 1999 78.25645229 February 2001 38.31590095 October 2002 5.66175616
June 1999 76.30078938 March 2001 36.53759755 November 2002 4.23302691
July 1999 74.30417683 April 2001 34.76843480 December 2002 2.81256443
August 1999 72.29313015 May 2001 33.00836623 January 2003 1.40032809
September 1999 70.29202675 June 2001 31.25734553 February 2003
October 1999 68.30094546 and thereafter 0.00000000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balances
Class A-2 Certificates
Percentage of Percentage of Percentage of
Initial Class A Initial Class Initial Class A
Subclass A Subclass Subclass
Principal Principal Principal
Distribution Date Balance Distribution Date Balance Distribution Date Balance
<S> <C> <C> <C> <C> <C>
April 1997 99.44619955% October 1999 59.89848990 April 2002 26.97623670%
May 1997 98.77329720 November 1999 58.40153235 May 2002 26.36540995
June 1997 97.98151530 December 1999 56.93557180 June 2002 25.77377490
July 1997 97.07121275 January 2000 55.50017340 July 2002 25.20103870
August 1997 96.04288540 February 2000 54.09490775 August 2002 24.64691225
September 1997 94.89716575 March 2000 52.71935095 September 2002 24.11111020
October 1997 93.63482335 April 2000 51.37308465 October 2002 23.59335090
November 1997 92.25676390 May 2000 50.05569565 November 2002 23.09335655
December 1997 90.76402895 June 2000 48.76677625 December 2002 22.61085265
January 1998 89.15779470 July 2000 47.50592375 January 2003 22.14556860
February 1998 87.43937095 August 2000 46.27274080 February 2003 21.69421495
March 1998 85.61019950 September 2000 45.06683500 March 2003 20.09017705
April 1998 84.66181505 October 2000 43.88781910 April 2003 18.57849025
May 1998 83.65650890 November 2000 42.73531075 May 2003 17.08900300
June 1998 82.59557890 December 2000 41.60893250 June 2003 15.62143265
July 1998 81.48052490 January 2001 40.50831180 July 2003 14.17550010
August 1998 80.31294195 February 2001 39.43308085 August 2003 12.75092975
September 1998 79.09451780 March 2001 38.38287650 September 2003 11.34744925
October 1998 77.82702970 April 2001 37.35734050 October 2003 9.96478975
November 1998 76.51251050 May 2001 36.35611890 November 2003 8.60268565
December 1998 75.15293965 June 2001 35.37886260 December 2003 7.26087460
January 1999 73.75047765 July 2001 34.42522680 January 2004 5.93909750
February 1999 72.30744595 August 2001 33.49487120 February 2004 4.63709840
March 1999 70.82605050 September 2001 32.58745995 March 2004 3.35462460
April 1999 69.30890120 October 2001 31.70266145 April 2004 2.21994200
May 1999 67.75894480 November 2001 30.84014840 May 2004 1.10240735
June 1999 66.17951205 December 2001 29.99959775 June 2004 0.00179390
July 1999 64.57964400 January 2002 29.18069060 July 2004 and
August 1999 62.98716390 February 2002 28.38311225 thereafter 0.00000000
September 1999 61.42688500 March 2002 27.60655190
</TABLE>
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring
on or after the Cross Over Date, the Class A Non-PO Principal Distribution
Amount will be distributed among the remaining Subclasses of Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Class A Subclass Principal Balances without regard to
either the proportions or priorities set forth above.
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class M Fractional Interest is less than the
Original Class M Fractional Interest and the Class M Principal Balance
is greater than zero, the Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4 and Class B-5
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4 and Class B-5 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates entitled to receive distributions of
principal would reduce the Principal Balances of the Class M Certificates and/or
the Subclasses of Class B Certificates entitled to receive distributions of
principal below zero, first the Class M Prepayment Percentage and/or the Class B
Subclass Prepayment Percentage of any affected Class B Subclass for such
Distribution Date beginning with the affected Subclass with the lowest numerical
Subclass designation and then, if necessary, the Class M Percentage and/or the
Class B Subclass Percentage of such Subclass of the Class B Certificates for
such Distribution Date shall be reduced to the respective percentages necessary
to bring the Class M Principal Balance and/or the Class B Subclass Principal
Balance of such Class B Subclass to zero. The Class B Subclass Prepayment
Percentages and the Class B Subclass Percentages of the remaining Class B
Subclasses will be recomputed substituting for the Subordinated Prepayment
Percentage and Subordinated Percentage in such computations the difference
between (A) the Subordinated Prepayment Percentage or Subordinated Percentage,
as the case may be, and (B) the percentages determined in accordance with the
preceding sentence necessary to bring the Class M Principal Balance and/or the
Class B Subclass Principal Balances of the affected Class B Subclasses to zero;
provided, however, that if the Class B Subclass Principal Balances of all the
Class B Subclasses eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Subclass Prepayment
Percentage and the Class B Subclass Percentage of the Class B Subclass with the
lowest numerical Subclass designation which would otherwise be ineligible to
receive distributions of principal in accordance with this Section shall equal
the remainder of the Subordinated Prepayment Percentage for such Distribution
Date minus the sum of the Class M Prepayment Percentage and the Class B Subclass
Prepayment Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, and the remainder of the Subordinated Percentage for such
Distribution Date minus the sum of the Class M Percentage and the Class B
Subclass Percentages of the Class B Subclasses having lower numerical Subclass
designations, if any, respectively. Any entitlement of any Class B Subclass to
principal payments solely pursuant to this clause (ii) shall not cause such
Subclass to be regarded as being eligible to receive principal distributions for
the purpose of applying the definition of its Class B Subclass Percentage or
Class B Subclass Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Subclass Distribution Amount with respect to the Class
A-LR Certificate and all other amounts distributable to the Class A-LR
Certificate. The Trustee may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class A-LR Certificateholder)
on the preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class or
Subclass) either in immediately available funds by wire transfer to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder holds Certificates having a
Denomination at least equal to that specified in Section 11.25, and has so
notified the Master Servicer or, if applicable, the Paying Agent at least seven
Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share (based
on, with respect to each Class or Subclass other than in connection with the
distributions in reduction of the principal balance of the Class A-8
Certificates, the aggregate of the Percentage Interests represented by
Certificates of the applicable Class or Subclass of Certificates held by such
Holder and, in the case of the Class A-8 Certificates, as provided in Section
4.07) 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 or A-LR Certificates), the Class
M Principal Balance of the Class M Certificates or the Class B Subclass
Principal Balance of any Subclass of Class B Certificates would be reduced to
zero or in the case of the Class A-10 Certificates or Class A-WIO Certificates,
the Class A-10 Notional Amount or Class A-WIO Notional Amount, as the case may
be, would be reduced to zero, the Master Servicer shall, as soon as practicable
after the Determination Date relating to such Distribution Date, send a notice
to the Trustee. The Trustee will then send a notice to each Certificateholder of
such Class or Subclass with a copy to the Certificate Registrar, specifying that
the final distribution with respect to such Class or Subclass will be made on
such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Non-U.S. Persons. Amounts withheld pursuant to this Section 4.01(g) shall be
treated as having been distributed to the related Certificateholder for all
purposes of this Agreement. For the purposes of this paragraph, a "Non-U.S.
Person" is an individual, corporation, partnership or other person other than a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, an estate that is subject to United States
federal income tax regardless of the source of its income or a trust if (i) for
taxable years beginning after December 31, 1996 (or for taxable years ending
after August 20, 1996, if the trustee has made an applicable election), a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more United States fiduciaries have the
authority to control all substantial decisions of such trust or (ii) for all
other taxable years, such trust is subject to United States federal income tax
regardless of the source of its income.
Section 4.02. Allocation of Realized Losses.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
second, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
third, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fourth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
fifth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero;
sixth, to the Class M Certificates until the Class M Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
After the Cross-Over Date, the principal portion of Realized Losses
(other than Debt Service Reductions, Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A-11 Certificates
will be borne by the Class A-12 Certificates to the extent set forth in the
proviso to the third sentence of the first paragraph under the definition of
Class A Subclass Principal Balance.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's or Subclass's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates), Class M Certificates and Class B
Certificates based on the Class A Non-PO Principal Balance, Class M Principal
Balance and the Class B Principal Balance, respectively. Any such loss allocated
to the Class A Certificates shall be allocated on the subsequent Determination
Date among the outstanding Subclasses of Class A Certificates (other than the
Class A-PO Certificates) in accordance with the Class A Subclass Loss
Percentages as of such Determination Date. Any such loss allocated to the Class
B Certificates shall be allocated pro rata among the outstanding Subclasses of
Class B Certificates based on their Class B Subclass Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A
Certificates or Class B Certificates or to the Class M Certificates pursuant to
Section 4.02(a) or Section 4.02(b) shall be allocated among the Certificates of
such Subclass or Class based on their Percentage Interests.
(d) In the event that there is a recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass to which
such Realized Loss had previously been allocated shall be entitled to its share
(with respect to the Class A-PO Certificates, based on the PO Fraction of such
Mortgage Loan and, with respect to the Class A Certificates (other than the
Class A-PO Certificates), Class M Certificates and Class B Certificates, based
on their pro rata share of the Non-PO Fraction of such Mortgage Loan) of such
recovery up to the amount of such Realized Loss previously allocated to such
Class or Subclass on the Distribution Date in the month following the month in
which such recovery is received. When the Principal Balance of a Class or
Subclass of Certificates has been reduced to zero, such Class or Subclass shall
not be entitled to any share of such recovery. In the event that the amount of
such recovery exceeds the amount of such recovery allocated to each outstanding
Class or Subclass in accordance with the preceding provisions, each outstanding
Class or Subclass shall be entitled to its pro rata share (determined as
described above) of such excess up to the amount of any unrecovered Realized
Loss previously allocated to such Class or Subclass.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated among (i) the Class A
Certificates and the Premium Payment, (ii) the Class M Certificates and (iii)
the Class B Certificates, pro rata based on the Senior Accrual Amount, the Class
M Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates and the Premium
Payment shall be allocated among the outstanding Subclasses of Class A
Certificates (other than the Class A-PO Certificates) and the Premium Payment
based on their Class A Subclass Interest Percentages and the Premium Percentage,
as the case may be. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Subclasses of Class B Certificates based on
their Class B Subclass Interest Percentages. In addition, after the Class M
Principal Balance and the Class B Principal Balance have been reduced to zero,
the interest portion of Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated
among the outstanding Subclasses of Class A Certificates (other than the Class
A-PO Certificates) and the Premium Payment based on their Class A Subclass
Interest Percentages and the Premium Percentage, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated on the Determination Date in the second month following the
month in which such loss was incurred with respect to the preceding Distribution
Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes, as provided above.
With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trustee as initial Paying
Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer in
remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all amounts
held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the Pool Distribution Amount, (b) Net Foreclosure Profits, if
any, with respect to such Distribution Date and (c) the amount of any recovery
in respect of a Realized Loss. The Master Servicer may cause the Paying Agent to
invest the funds in the Payment Account. Any such investment shall be in
Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trustee and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate, the Seller and Financial
Security a statement setting forth:
(i) the amount of such distribution to Holders of each Class A
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Subclass
of Class A Certificates allocable to interest, (b) the amount of the
Current Class A Interest Distribution Amount allocated to each Class A
Subclass, (c) any Class A Subclass Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Subclass Unpaid
Interest Shortfall with respect to each Subclass after giving effect to
such distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class A Subclass for such Distribution Date and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Subclass for such Distribution
Date;
(iii) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, identifying the aggregate amount of
any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of the Class M
Certificates allocable to interest, (b) the amount of the Current Class M
Interest Distribution Amount, (c) any Class M Interest Shortfall Amount
arising with respect to such Distribution Date and any remaining Class M
Unpaid Interest Shortfall after giving effect to such distribution, (d) the
amount of any Non-Supported Interest Shortfall allocated to the Class M
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class M Certificates for such Distribution Date;
(v) the amount of such distribution to Holders of each Class B
Subclass allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each Class B
Subclass allocable to interest, (b) the amount of the Current Class B
Interest Distribution Amount allocated to each Class B Subclass and the
Pass-Through Rate applicable to such Distribution Date, (c) any Class B
Subclass Interest Shortfall Amounts arising with respect to such
Distribution Date and any remaining Class B Subclass Unpaid Interest
Shortfall with respect to each Class B Subclass after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class B Subclass for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to each Class B Subclass for such
Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(viii) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(ix) the Class A Principal Balance, the Class A Subclass Principal
Balance of each Subclass of Class A Certificates, the Class M Principal
Balance, the Class B Principal Balance and the Class B Subclass Principal
Balance of each Subclass of Class B Certificates as of the following
Determination Date after giving effect to the distributions of principal
made, and the principal portion of Realized Losses, if any, allocated with
respect to such Distribution Date;
(x) the Adjusted Pool Amount, the Adjusted Pool Amount (PO Portion),
the Pool Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(xi) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other Servicers as
of such Distribution Date;
(xii) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiii) the Class A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiv) the Class M Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xv) the Class M Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xvi) the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Percentages for the following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xvii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Prepayment Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xviii) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xix) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xx) the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure;
(xxi) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xxii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xxiii) the aggregate amount of Bankruptcy Losses allocated to each
Subclass of Class B Certificates or, following the reduction of the Class B
Principal Balance to zero, solely to the Class M Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary;
(xxiv) the amount by which the Class B Subclass Principal Balance of
each Subclass of Class B Certificates and the Class M Principal Balance has
been reduced as a result of Realized Losses allocated as of such
Distribution Date;
(xxv) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxvi) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest Shortfall
for the related Distribution Date;
(xxvii) in the case of the Class A-10 Certificate, the Class A-10
Notional Amount;
(xxviii) in the case of the Class A-8 Certificates, (a) the Class A-8
Distribution Deficiency, if any, for such Distribution Date, (b) amounts,
if any in respect of the Class A-8 Distribution Deficiency paid under the
Policy and (c) the amounts attributable to the Class A-8 Certificates;
(xxix) in the case of the Class A-8 Certificates, the amount remaining
in the Reserve Fund after taking into account the Reserve Withdrawal for
such Distribution Date;
(xxx) in the case of the Class A-WIO Certificates, the Class A-WIO
Notional Amount and Class A-WIO Pass-Through Rate for such Distribution
Date;
(xxxi) the Class A-PO Deferred Amount, if any; and
(xxxii) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Subclass of
Class A Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than the Class A-WIO, Class A-R and Class A-LR Certificates) with a $1,000
Denomination, as a dollar amount per Class A-R and Class A-LR Certificate with a
$100 Denomination and as a dollar amount per Class A-WIO Certificate with a 1%
Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder, the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class M Certificateholder and the
information contained in clauses (v) and (vi)(a) above in the case of a Class B
Certificateholder aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Class A Subclass Distribution Amount with respect to
each Class A Subclass, the Class M Distribution Amount and the Class B Subclass
Distribution Amount with respect to each Class B Subclass. Upon receipt of any
such statement, the Trustee shall promptly forward a copy of such statement to
Financial Security. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee and the Paying Agent shall be
protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class M or Class B Certificate such additional
information, if any, as may be required to permit the proposed transfer to be
effected pursuant to Rule 144A.
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06. Reserve Fund.
(a) The Reserve Fund shall be established on the Closing Date and
maintained by the Trustee in accordance with this Section 4.06. At the time the
Reserve Fund is established, the Seller shall cause to be deposited into the
Reserve Fund the amount of $5,000.
With respect to each Distribution Date, the Reserve Withdrawal shall
be withdrawn by the Trustee from the amount on deposit in the Reserve Fund in
accordance with this Section 4.06 and distributed on such Distribution Date to
the Holders of the Class A-8 Certificates, pro rata, based on Percentage
Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Class A Subclass Principal Balance of the Class A-8
Certificates has been reduced to zero, any funds then on deposit in the Reserve
Fund shall be distributed to Lehman Brothers at the address provided by it to
the Trustee.
(b) The Reserve Fund will be an "outside reserve fund" under the REMIC
Provisions that is beneficially owned for federal income tax purposes by Lehman
Brothers, which shall report all income, gain, deduction or loss with respect
thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC
or the Trust Estate.
Section 4.07. Distributions in Reduction of the Class A-8 Certificates.
Distributions in reduction of the Class A Subclass Principal Balance
of the Class A-8 Certificates will be made in integral multiples of $1,000 at
the request of the appropriate representatives of Deceased Holders of such
Subclass and at the request of Living Holders of such Subclass or by mandatory
distributions by random lot, pursuant to clauses (a) and (d) below, or on a pro
rata basis pursuant to clause (f) below.
(a) On each Distribution Date on which distributions in reduction of
the Class A Subclass Principal Balance of the Class A-8 Certificates are made,
such distributions will be made with respect to such Subclass in the following
priority:
(i) any request by the personal representatives of a Deceased Holder
or by a surviving tenant by the entirety, by a surviving joint tenant or by
a surviving tenant in common, but not exceeding an aggregate principal
balance for such Subclass of $100,000 per request; and
(ii) any request by a Living Holder, but not exceeding an aggregate
principal balance for such Subclass of $10,000 per request.
Thereafter, distributions will be made, with respect to such Subclass,
as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Subclass made by the Beneficial Owners of the
Class A-8 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balances of Class A-8 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class A-8 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Subclass
presented in accordance with clause (i) have been honored. All requests for
distributions in reduction of the principal balances of the Class A-8
Certificates will be accepted in accordance with the provisions set forth in
Section 4.07(c). All requests for distributions in reduction of the principal
balance of Class A-8 Certificates with respect to any Distribution Date must be
received by the Clearing Agency and forwarded to, and received by, the Trustee
no later than the close of business on the related Record Date. Requests for
distributions which are received by the Clearing Agency and forwarded to, and
received by, the Trustee after the related Record Date and requests, in either
case, for distributions not accepted with respect to any Distribution Date, will
be treated as requests for distributions in reduction of the principal balance
of Class A-8 Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 4.07(c). Such requests as are not so
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Beneficial Owner of the related Class A-8
Certificate, all in accordance with the procedures of the Clearing Agency and
the Trustee. Upon the transfer of beneficial ownership of any Class A-8
Certificate, any distribution request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee of notification of such withdrawal using a form required by the Clearing
Agency.
Distributions in reduction of the principal balances of the Class A-8
Certificates will be applied, in the aggregate with respect to such Subclass, in
an amount equal to the Class A Non-PO Principal Distribution Amount allocable to
such Subclass pursuant to Section 4.01(b), minus amounts to repay any funds
withdrawn from the Rounding Account for the prior Distribution Date, plus any
amounts available for distribution from the Rounding Account for such Subclass
established as provided in Section 4.07(e), provided that the aggregate
distribution in reduction of the Class A Subclass Principal Balance of such
Subclass on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Class A
Subclass Principal Balance of the Class A-8 Certificates on any Distribution
Date (minus amounts to repay any funds withdrawn from the Rounding Account on
the prior Distribution Date and plus any amounts required to be distributed from
the Rounding Account pursuant to Section 4.07(e)) exceeds the aggregate
principal balances of Class A-8 Certificates with respect to which distribution
requests, as set forth above, have been received distributions in reduction of
the Class A Subclass Principal Balance of the Class A-8 Certificates will be
made by mandatory distribution pursuant to Section 4.07(d).
(b) A Class A-8 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.07 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class A-8 Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
Beneficial Owner, and the Class A-8 Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
principal balance of such Subclass thereof, subject to the limitations stated
above. Class A-8 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Class A-8 Certificates greater than the number of Individual Class
A-8 Certificates of which such trust is the owner. The death of a beneficiary of
a trust will be deemed to be the death of a Beneficial Owner of the Class A-8
Certificates owned by the trust to the extent of such beneficiary's beneficial
interest in such trust. The death of an individual who was a tenant by the
entirety, joint tenant or tenant in common in a tenancy which is the beneficiary
of a trust will be deemed to be the death of the beneficiary of such trust. The
death of a person who, during his or her lifetime, was entitled to substantially
all of the beneficial ownership interests in Individual Class A-8 Certificates
will be deemed to be the death of the Beneficial Owner of such Class A-8
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of street name or nominee
ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors
Act and community property or other joint ownership arrangements between a
husband and wife. Beneficial interests shall include the power to sell, transfer
or otherwise dispose of a Class A-8 Certificate and the right to receive the
proceeds therefrom, as well as interest and distributions in reduction of the
principal balances of the Class A-8 Certificates payable with respect thereto.
The Trustee shall not be under any duty to determine independently the
occurrence of the death of any deceased Beneficial Owner. The Trustee may rely
entirely upon documentation delivered to it pursuant to Section 4.07(c) in
establishing the eligibility of any Beneficial Owner to receive the priority
accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance
of Class A-8 Certificates must be made by delivering a written request therefor
to the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class A-8
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Clearing Agency Participant should in
turn make the request of the Clearing Agency (or, in the case of a Clearing
Agency Indirect Participant, such Clearing Agency Indirect Participant must
notify the related Clearing Agency Participant of such request, which Clearing
Agency Participant should make the request of the Clearing Agency) on a form
required by the Clearing Agency and provided to the Clearing Agency Participant.
Upon receipt of such request, the Clearing Agency will date and time stamp such
request and forward such request to the Trustee. The Clearing Agency may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
Neither the Master Servicer nor the Trustee shall be liable for any delay in
delivery of requests for distributions or withdrawals of such requests by the
Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect
Participant.
The Trustee shall maintain a list of those Clearing Agency
Participants representing the appropriate Beneficial Owners of Class A-8
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Subclass, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trustee shall notify the
Clearing Agency and the appropriate Clearing Agency Participants as to which
requests should be honored on each Distribution Date. Requests shall be honored
by the Clearing Agency in accordance with the procedures, and subject to the
priorities and limitations, described in this Section 4.07. The exact procedures
to be followed by the Trustee and the Clearing Agency for purposes of
determining such priorities and limitations will be those established from time
to time by the Trustee or the Clearing Agency, as the case may be. The decisions
of the Trustee and the Clearing Agency concerning such matters will be final and
binding on all affected persons.
Individual Class A-8 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs, and notwithstanding
anything to the contrary herein, no amounts shall be due from Financial Security
or otherwise with respect to interest on such Certificates after such last day
of the month.
Any Beneficial Owner of a Class A-8 Certificate which has requested a
distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trustee. If such notice of withdrawal of a request for distribution has not
been received by the Clearing Agency and forwarded to the Trustee on or before
the Record Date for the next Distribution Date, the previously made request for
distribution will be irrevocable with respect to the making of distributions in
reduction of the Class A Subclass Principal Balance of Class A-8 Certificates on
such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-8 Certificates are rejected by the Trustee for
failure to comply with the requirements of this Section 4.07, the Trustee shall
return such request to the appropriate Clearing Agency Participant with a copy
to the Clearing Agency with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Class A Subclass Principal Balance of Class A-8 Certificates on a Distribution
Date exceed the outstanding principal balances of Certificates of such Subclass
with respect to which distribution requests have been received by the related
Record Date, as provided in Section 4.07(a) above, distributions in reduction of
the Class A Subclass Principal Balance of the Class A-8 Certificates will be
made by mandatory distributions in reduction thereof. Such mandatory
distributions on Individual Class A-8 Certificates will be made by random lot in
accordance with the then-applicable random lot procedures of the Clearing
Agency, the Clearing Agency Participants and the Clearing Agency Indirect
Participants representing the Beneficial Owners; provided however, that, if
after the distribution in reduction of the Class A Subclass Principal Balance of
the Class A-8 Certificates on the next succeeding Distribution Date on which
mandatory distributions are to be made, the principal balance of Class A-8
Certificates would not be reduced to zero, the Individual Class A-8 Certificates
to which such distributions will be applied shall be selected by the Clearing
Agency from those Class A-8 Certificates not otherwise receiving distributions
in reduction of the principal balance on such Distribution Date. The Trustee
shall notify the Clearing Agency of the aggregate amount of the mandatory
distribution in reduction of the Class A Subclass Principal Balance of the Class
A-8 Certificates to be made on the next Distribution Date. The Clearing Agency
shall then allocate such aggregate amount among its Clearing Agency Participants
on a random lot basis. Each Clearing Agency Participant and, in turn, each
Clearing Agency Indirect Participant will then select, in accordance with its
own random lot procedures, Individual Class A-8 Certificates from among those
held in its accounts to receive mandatory distributions in reduction of the
principal balance of the Certificates of such Subclass, such that the total
amount so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Clearing Agency Participant by the Clearing
Agency and to such Clearing Agency Indirect Participant by its related Clearing
Agency Participant, as the case may be. Clearing Agency Participants and
Clearing Agency Indirect Participants which hold Class A-8 Certificates selected
for mandatory distributions in reduction of the principal balances are required
to provide notice of such mandatory distributions to the affected Beneficial
Owners. The Master Servicer agrees to notify the Trustee of the amount of
distributions in reduction of the principal balances of Class A-8 Certificates
to be made on each Distribution Date in a timely manner such that the Trustee
may fulfill its obligations pursuant to the Letter of Representations dated the
Business Day immediately preceding the Closing Date among the Seller, the
Trustee and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trustee and the Seller shall cause to be initially deposited with the
Trustee a $999.99 deposit for the Rounding Account. On each Distribution Date on
which a distribution is made in reduction of the principal balance of the Class
A-8 Certificates, funds on deposit in the Rounding Account shall be available to
be applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class A Subclass Principal Balance to be made
on the Class A-8 Certificates. Rounding of such distribution on the Class A-8
Certificates shall be accomplished, on the first such Distribution Date, by
withdrawing from the Rounding Account the amount of funds, if any, needed to
round the amount otherwise available for such distribution in reduction of the
principal balance of the Class A-8 Certificates upward to the next integral
multiple of $1,000. On each succeeding Distribution Date on which distributions
in reduction of the principal balance of the Class A-8 Certificates are to be
made, the aggregate amount of such distributions allocable to the Class A-8
Certificates shall be applied first to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date, and then the remainder of such
allocable amount, if any, shall be similarly rounded upward and applied as
distributions in reduction of the principal balance of the Class A-8
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Subclass Principal Balance of the Class A-8 Certificates has been
reduced to zero. The funds in the Rounding Account shall be held in a
non-interest bearing account and shall not be reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Class A Subclass Principal
Balance of the Class A-8 Certificates will reduce the Class A Subclass Principal
Balance thereof to zero or in the event that distributions in reduction of the
Class A Subclass Principal Balance of the Class A-8 Certificates are made in
accordance with the provisions set forth in Section 4.07(f), an amount equal to
the difference between $1,000 and the sum then held in the Rounding Account
shall be paid from the Pool Distribution Amount to the Rounding Account. Any
funds then on deposit in such Rounding Account shall be distributed to the
Holder of the Class A-LR Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on which any principal
losses are allocated to the Class A-8 Certificateholders occurring on or after
the earliest to occur of (i) the Cross-Over Date, (ii) the date on which Special
Hazard Losses exceed the Special Hazard Loss Amount, (iii) the date on which
Fraud Losses exceed the Fraud Loss Amount and (iv) the date on which Bankruptcy
Losses exceed the Bankruptcy Loss Amount, distributions in reduction of the
principal balance of the Class A-8 Certificates (including amounts paid in
respect of such losses under the Policy) will be made on a pro rata basis among
the Holders of the Class A-8 Certificates and will not be made in integral
multiples of $1,000 or pursuant to requested distributions or mandatory
distributions by random lot.
(g) In the event that Definitive Certificates representing the Class
A-8 Certificates are issued pursuant to Section 5.07, an amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which distributions in
reduction of the principal balances of the Class A-8 Certificates are to be
made; provided that such procedures shall be consistent, to the extent
practicable and customary for certificates similar to the Class A-8
Certificates, with the provisions of this Section 4.07.
Section 4.08. Policy Matters.
(a) If, on the second Business Day before any Distribution Date, the
Trustee determines that there will be a Class A-8 Distribution Deficiency for
such Distribution Date, the Trustee shall determine the amount of such Class A-8
Distribution Deficiency and shall give notice to Financial Security and the
Fiscal Agent, if any (as defined in the Policy), by telephone or telecopy of the
amount of such deficiency confirmed in writing by the Notice of Claim by 12:00
noon, New York City time on such second Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trustee shall establish a separate special purpose trust account in the name of
the Trustee for the benefit of Holders of the Class A-8 Certificates referred to
herein as the "Policy Payments Account" over which the Trustee shall have
exclusive control and sole right of withdrawal. The Trustee shall deposit any
amounts paid under the Policy into the Policy Payments Account and distribute
such amounts only for purposes of payment to Holders of the Class A-8
Certificates of the Class A-8 Distribution Deficiency for which a claim was made
and such amounts may not be applied to satisfy any costs, expenses or
liabilities of the Trustee or the Trust Estate. Amounts paid under the Policy
shall be disbursed by the Trustee to Holders of the Class A-8 Certificates in
the same manner as distributions in reduction of the principal balance of and
interest on the Certificates of such Subclass are made under Section 4.01(e). It
shall not be necessary for such payments of the Class A-8 Distribution
Deficiency to be made by checks or wire transfers separate from the check or
wire transfer used to pay distributions in reduction of the principal balance of
and interest on the Class A-8 Certificates with funds available to make such
distributions. However, the amount of any distribution to be paid from funds
transferred from the Policy Payments Account shall be noted as provided in (c)
below and in the statement to be furnished to Holders of the Class A-8
Certificates and Financial Security pursuant to Section 4.04. Funds held in the
Policy Payments Account shall not be invested by the Trustee.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trustee as a result of
the claim under the Policy to the extent necessary to make distributions on the
Class A-8 Certificates equal to the Class A-8 Distribution Deficiency on such
Distribution Date shall be withdrawn from the Policy Payments Account and
applied by the Trustee to the payment in full of the Class A-8 Distribution
Deficiency. Any funds deposited into the Policy Payments Account in respect of
the Class A-8 Certificates that are remaining therein on the first Business Day
following a Distribution Date after the Class A-8 Distribution Deficiency has
been made to the Certificateholders of such Subclass shall be remitted in
immediately available funds to Financial Security, pursuant to the instructions
of Financial Security, by the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the Class
A-8 Interest Loss Amount, the Class A-8 Principal Loss Amount and any
Non-Supported Interest Shortfall allocated to the Class A-8 Certificates once
the Reserve Fund has been depleted, paid from moneys received under the Policy.
Financial Security shall have the right to inspect such records at reasonable
times upon one Business Day's prior notice to the Trustee.
(d) In the event that the Trustee has received a certified copy of an
order of the appropriate court that any distributions in reduction of the
principal balance of or interest on a Class A-8 Certificate has been avoided in
whole or in part as a preference payment under applicable bankruptcy law, the
Trustee shall so notify Financial Security and the Fiscal Agent (as defined in
the applicable Policy), if any, shall comply with the provisions of the
applicable Policy to obtain payment by Financial Security of such avoided
distribution, and shall, at the time it provides notice to Financial Security,
notify, by mail to Holders of the Certificates of such Subclass that, in the
event that any Holder's distribution is so recovered, such Holder will be
entitled to payment pursuant to the terms of the applicable Policy, a copy of
which shall be made available by the Trustee and the Trustee shall furnish to
Financial Security and the Fiscal Agent, if any, its records evidencing the
distributions in reduction of the principal balance of and interest (including
any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class
A-8 Certificates, if any, which have been made by the Trustee and subsequently
recovered from Holders, and the dates on which such distributions were made.
Such payment under the applicable Policy shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the order
and not to the Trustee or any Class A-8 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the order, in which case
such payment shall be disbursed to the Trustee for distribution to such
Certificateholder upon proof of such payment reasonably satisfactory to
Financial Security).
(e) The Trustee shall promptly notify Financial Security and the
Fiscal Agent, if any, of any proceeding or the institution of any action seeking
the avoidance as a preferential transfer under applicable bankruptcy,
insolvency, receivership or similar law (a "Preference Claim") of any
distribution made with respect to the Class A-8 Certificates as to which it has
actual knowledge. Each Holder of a Class A-8 Certificate, by its purchase of
such Certificates and the Trustee hereby agree that Financial Security (so long
as no Financial Security Default exists) may at any time during the continuation
of any proceeding relating to a Preference Claim direct all matters relating to
such Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, Financial Security shall be subrogated to
the rights of the Trustee and each Holder in the conduct of any Preference
Claim, including, without limitation, all rights of any party to an adversary
proceeding or action with respect to any court order issued in connection with
any such Preference Claim.
(f) The Trustee acknowledges, and each Holder of a Class A-8
Certificate by its acceptance of such Certificate agrees, that without any
further action on the part of Financial Security, Financial Security shall be
subrogated to all of the rights to amounts distributable to such
Certificateholders in respect of Class A Subclass Unpaid Interest Shortfalls,
Non-Supported Interest Shortfalls allocated to such Certificates and recoveries,
if any, with respect to the Class A-8 Principal Loss Amounts with respect to
amounts paid under the Policy. The Class A-8 Certificateholders by acceptance of
such Certificates assign their rights as Holders of such Certificates to
Financial Security to the extent of Financial Security's interest with respect
to amounts paid.
(g) The Master Servicer shall designate a Financial Security Contact
Person who shall be available to Financial Security to provide reasonable access
to information regarding the Mortgage Loans. The initial Financial Security
Contact Person is appointed in Section 11.29.
(h) The Trustee shall surrender the Policy to Financial Security for
cancellation upon the expiration of the term of the Policy as provided in the
Policy.
(i) The Trustee upon receipt from the Master Servicer shall send to
Financial Security the report prepared pursuant to Section 3.05 and the
statements prepared pursuant to Section 4.04.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M and Class B Certificates shall be issued only
in minimum Denominations of a Single Certificate and, except for the Class A-9,
Class A-10, Class A-R and Class A-LR Certificates, integral multiples of $1,000
(or 1% Percentage Interest in the case of the Class A-WIO Certificates) in
excess thereof (except, if necessary, for one Certificate of each Class or
Subclass (other than the Class A-9, Class A-10, Class A-WIO, Class A-R and Class
A-LR Certificates) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class or
Subclass to equal the aggregate Original Class A Subclass Principal Balance,
Original Class M Principal Balance or the aggregate Original Class B Subclass
Principal Balance of such Class or Subclass, as the case may be), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-PO, A-WIO, A-R, A-LR, B-1, B-2,
B-3, B-4, B-5, C, and D (reverse side of Certificates) hereto. On original
issue, the Certificates shall be executed and delivered by the Trustee to or
upon the order of the Seller upon receipt by the Trustee or the Custodian
of the documents specified in Section 2.01. The aggregate principal portion
evidenced by the Class A, Class M and Class B Certificates shall be the sum of
the amounts specifically set forth in the respective Certificates. The
Certificates shall be executed by manual or facsimile signature on behalf of
the Trustee by any Responsible Officer thereof. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, unless
manually countersigned by a Responsible Officer of the Trustee, or unless there
appears on such Certificate a certificate of authentication executed by the
Authenticating Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative
of [the Clearing Agency] to the Trustee or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of [the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person, is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
Section 5.02. Registration of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class A-WIO, Class M, Class B-1, Class B-2, 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 A-WIO, Class M, Class B-1, Class B-2, 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 (other than of a Class A-WIO
Certificate where such transferee is an affiliate of the Seller and such
transfer is made on the Closing Date) to execute an investment letter in the
form of Exhibit J hereto certifying to the Seller and the Trustee the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Seller or the Master Servicer. The Holder of a Class A-WIO,
Class M, Class B-1, Class B-2, 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 A-WIO,
Class M, Class B-1, Class B-2, Class B-3, Class B-4 or Class B-5 Certificates
under said Act or any other securities law.
(c) No transfer of a Class A-WIO Certificates (other than to an
affiliate of the Seller on the Closing Date) or Class A-12, 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 A-WIO, Class M, Class B-1, Class B-2, Class B-3, Class B-4
or Class B-5 Certificate, or in the form of Exhibit K hereto, in the case of a
Class A-12 Certificate, to the effect that either (a) such transferee is not an
employee benefit plan or other retirement arrangement 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 investing 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) (other than with respect to a Class A-WIO Certificate) if
such transferee is an insurance company, the source of funds used to purchase
the Class A-12, Class M or Class B Certificate is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for the contract(s) held by or on behalf of such Plan
and all other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee organization
exceeds 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition or (ii) in the case of any such Class A-12, Class A-WIO, Class M or
Class B Certificate presented for registration in the name of a Plan, or a
trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trustee
and the Seller to the effect that the purchase or holding of such Class A-12,
Class A-WIO, Class M or Class B Certificate will not result in the assets of the
Trust Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer and (B) such other
opinions of counsel, officer's certificates and agreements as the Seller or the
Master Servicer may require in connection with such transfer, which opinions of
counsel, officers' certificates and agreements shall not be an expense of the
Trustee, the Seller or the Master Servicer. Each Class A-12, Class A-WIO, Class
M and Class B Certificate shall bear a legend referring to the foregoing
restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class
A-R or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trustee with an
effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R or Class
A-LR Certificate to it is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of the Class A-R
or Class A-LR Certificate will not be disregarded for federal income tax
purposes (any such person who is not covered by clauses (i), (ii) or (iii) above
being referred to herein as a "Non-permitted Foreign Holder"), and any such
purported transfer shall be void and have no effect. The Trustee shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R or Class A-LR Certificate in
connection with any such transfer to a disqualified organization or agent
thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or registration of transfer, or
register the transfer of, the Class A-R or Class A-LR Certificate, unless the
transferor shall have provided to the Trustee an affidavit, substantially in the
form attached as Exhibit H hereto, signed by the transferee, to the effect that
the transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R or
Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class A-R or Class A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R or Class A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
A-R or Class A-LR Certificate in constructive trust for the last transferor who
was not a disqualified organization or agent thereof, and such transferor shall
be restored as the owner of such Class A-R or Class A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to Class A-R or Class A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR Certificate or such agent (within 60
days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class A-R or Class A-LR Certificate (or
portion thereof) for periods after such transfer. At the election of the Master
Servicer, the cost to the Master Servicer of computing and furnishing such
information may be charged to the transferor or such agent referred to above;
however, the Master Servicer shall in no event be excused from furnishing such
information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class or Subclass. Upon
the issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class or Subclass
as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Subclass of Book-Entry Certificates advise
the Trustee through the Clearing Agency and Clearing Agency Participants in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Beneficial Owners, the Trustee shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer
each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A, Class M and Class B
Certificates in the same manner as Realized Losses are allocated pursuant to
Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee, a
copy of which shall be delivered, but not addressed, to Financial Security. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the Certificate Account as
additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency (without, in the case of the Class A-10 Certificates,
giving effect to the guaranty provided by Financial Security); and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee or the Seller under this Agreement, incurred by it prior to the time
that the conditions contained in clause (i) above are met.
Section 6.07. Indemnification of Trustee and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and
the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by the
Master Servicer under the terms of this Agreement which, in either case,
continues unremedied for a period of three business days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or to
the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer in the Certificates or in this Agreement
which continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by the holders of Certificates evidencing in the
aggregate not less than 25% of the aggregate Voting Interest represented by
all Certificates; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged and unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to
the Master Servicer, or of or relating to all or substantially all of its
property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment
of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and FHMLC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the
Master Servicer and upon Event of Default.
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
Section 7.05. Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) (without, in the case of the Class A-10 Certificates, giving
effect to the guaranty provided by Financial Security) by either Rating Agency
and the retention thereof by the Master Servicer would avert such revocation,
downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Financial Security and Certificateholders
at their respective addresses appearing in the Certificate Register. The Trustee
shall also, within 45 days after the occurrence of any Event of Default known to
the Trustee, give written notice thereof to Financial Security and
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Servicers pursuant
to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee under this Agreement; and
(iii) the Trustee shall not be liable for any error of judgment made
in good faith by any of its Responsible Officers, unless it shall be proved
that the Trustee or such Responsible Officer was negligent in ascertaining
the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee 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, such entity shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than
51% of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
Section 8.09. Successor.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
Section 8.11. Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee, the Seller and the
Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 8.07 hereunder and
no notice to Certificateholders of the appointment thereof shall be required
under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as two
separate REMICs; or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of the execution of any action required by law to be performed
directly by the Trustee, the Trustee, shall (i) prepare or cause to be prepared,
timely cause to be signed by the Trustee and file or cause to be filed annual
federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
returns, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward,
or cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trustee and calculated on a monthly basis by using the issue
prices of the Certificates; (iv) make available information necessary for the
application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-PO, Class A-WIO and Class A-R Certificates, the Class M
Certificates and the Class B-l, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates and the interests in the Lower-Tier REMIC represented by the Class
A-L1, Class A-L2, Class A-L8, Class A-L9, Class AP-L, Class AIO-L, Class A-LUR,
Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class B-L5 and Class M-L
Interests and the Class A-LR Certificate; (viii) exercise reasonable care not to
allow the occurrence of any "prohibited transactions" within the meaning of Code
Section 860F(a), unless the Master Servicer shall have provided an Opinion of
Counsel to the Trustee that such occurrence would not (a) result in a taxable
gain, (b) otherwise subject either the Upper-Tier REMIC or Lower-Tier REMIC or
the Trust Estate to tax or (c) cause the Trust Estate to fail to qualify as two
separate REMICs; (ix) exercise reasonable care not to allow either the
Upper-Tier REMIC or the Lower-Tier REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held
by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC)
the amount of any federal income tax, including, without limitation, prohibited
transaction taxes, taxes on net income from foreclosure property, and taxes on
certain contributions to a REMIC after the Startup Day, imposed on the
Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when and as the same
shall be due and payable (but such obligation shall not prevent the Master
Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee shall sign the tax returns referred to in clause (i) of
the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case may
be, to perform its duties as set forth above, the Seller shall provide, or cause
to be provided, to the Master Servicer within ten days after the Closing Date
all information or data that the Master Servicer determines to be relevant for
tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class and Subclass of Certificates and the Mortgage
Loans in the aggregate. Thereafter, the Seller shall provide to the Master
Servicer or the Trustee, as the case may be, promptly upon request therefor, any
such additional information or data that the Master Servicer or the Trustee, as
the case may be, may from time to time, request in order to enable the Master
Servicer to perform its duties as set forth above. The Seller hereby indemnifies
the Master Servicer and the Trustee for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Seller or the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee to perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate and (ii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Estate (including for this purpose the
discharge of any Mortgagor under a defaulted Mortgage Loan on which a Servicer
is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.24. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Subclasses of Class A Certificates, the respective Class A Subclass
Principal Balance together with any related Class A Subclass Unpaid Interest
Shortfall and one month's interest in an amount equal to the respective Class A
Subclass Interest Accrual Amount, (ii) as to the Class M Certificates, the Class
M Principal Balance together with any related Class M Unpaid Interest Shortfall
and one month's interest at the Class M Pass-Through Rate on the Class M
Principal Balance, (iii) as to the Subclasses of Class B Certificates, the
respective Class B Subclass Principal Balance together with any related Class B
Subclass Unpaid Interest Shortfall and one month's interest in an amount equal
to the respective Class B Subclass Interest Accrual Amount and (iv) as to the
Class A-R and Class A-LR Certificates, the amounts, if any, which remain on
deposit in the Upper-Tier Certificate Account and the Certificate Account,
respectively (other than amounts retained to meet claims) after application
pursuant to clauses (i), (ii) and (iii) above and payment to the Master Servicer
of any amounts it is entitled as reimbursement or otherwise hereunder. Such
amount shall be distributed in respect of interest and principal in respect of
the Uncertificated Lower-Tier Interests in the same amounts as distributed to
their Corresponding Upper-Tier Class or Classes in the manner specified in
Section 4.01(a)(ii). Notwithstanding the foregoing, if the price paid pursuant
to clause (i) of the first paragraph of this Section 9.01, after reimbursement
to the Servicers, the Master Servicer and the Trustee of any Periodic Advances,
is insufficient to pay in full the amounts set forth in clauses (i), (ii) and
(iii) of this paragraph, then any shortfall in the amount available for
distribution to Certificateholders shall be allocated in reduction of the
amounts otherwise distributable on the Final Distribution Date in the same
manner as Realized Losses are allocated pursuant to Sections 4.02(b) and 4.02(g)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by
the Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal tax or
cause the Trust Estate to fail to qualify as two separate REMICs at any time
that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such cash
within 90 days of such adoption in the manner specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Seller, the Master Servicer and the Trustee, and with respect
only to amendments affecting the rights or obligations of Financial Security,
with the consent of Financial Security, without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or
supplement any provisions herein or therein which may be inconsistent with any
other provisions herein or therein, (iii) to modify, eliminate or add to any of
its provisions to such extent as shall be necessary to maintain the
qualification of the Trust Estate as two separate REMICs at all times that any
Certificates are outstanding or to avoid or minimize the risk of the imposition
of any federal tax on the Trust Estate, the Upper-Tier REMIC or the Lower-Tier
REMIC pursuant to the Code that would be a claim against the Trust Estate,
provided that (a) the Trustee has received an Opinion of Counsel to the effect
that such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (b) such action
shall not, as evidenced by such Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder, (iv) to change the
timing and/or nature of deposits into the Upper-Tier Certificate Account and
Certificate Account provided that (a) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Certificates as evidenced by a letter from each
Rating Agency to such effect (without, in the case of the Class A-8
Certificates, giving effect to the guaranty provided by Financial Security), (v)
to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of Financial Security (only with respect to amendments affecting the rights or
obligations of Financial Security) and the Holders of Certificates evidencing in
the aggregate not less than 66 2/3% of the aggregate Voting Interests of each
Class or Subclass of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or such Custodial Agreement or of modifying in any manner the
rights of the Holders of Certificates of such Class or Subclass; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class or Subclass in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class or Subclass evidencing, as to such Class or Subclass, Voting
Interests aggregating not less than 66 2/3% or (iii) reduce the aforesaid
percentage of Certificates of any Class or Subclass the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under
this Section 10.01(a) to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trustee or Financial Security; provided,
however, (i) that such amendment does not conflict with any provisions of the
related Servicing Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal Receipts received by
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period with
respect to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for
all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland
21703, Attention: Vice President or such other address as may hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer, (iii)
in the case of the Trustee, to the Corporate Trust Office, or such other address
as may hereafter be furnished to the Seller and the Master Servicer in writing
by the Trustee, in each case Attention: Corporate Trust Department and (iv) in
the case of Financial Security, to Financial Security Assurance Inc., 350 Park
Avenue, New York, New York 10022, Attention: Senior Vice President --
Surveillance Department; Telex: 212-668-3101; Confirmation: 212-826-0100;
Telecopy: 212-339-3518 or 212-339-3529 (in each case in which notice or other
communication to Financial Security refers to a Servicer Default or a claim
under the Policy or with respect to which failure on the part of Financial
Security to respond shall be deemed to constitute consent or acceptance, then a
copy of such notice or other communication should also be sent to the attention
of the General Counsel and the Head -- Financial Guaranty Group and shall be
marked to indicate "URGENT MATERIAL ENCLOSED"). Any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice mailed or transmitted within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge
by an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies and Financial Security.
(a) The Trustee shall give prompt notice to each Rating Agency and
Financial Security of the occurrence of any of the following events of which it
has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency
and Financial Security of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section 8.09;
or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency and
Financial Security:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all
of its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 7.50% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is March 1, 1997.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $225,041,300.94.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.97744312%
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 $ 19,324,000.00
Class A-2 $ 20,000,000.00
Class A-3 $ 3,008,000.00
Class A-4 $ 4,500,000.00
Class A-5 $ 60,439,000.00
Class A-6 $ 31,016,000.00
Class A-7 $ 11,496,000.00
Class A-8 $ 29,702,000.00
Class A-9 $ 298,000.00
Class A-11 $ 32,000,000.00
Class A-12 $ 3,000,000.00
Class A-PO $ 1,256,218.72
Class A-LR $ 100.00
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $214,783,200.00.
Section 11.07. Original Class A-10 Notional Amount.
The Original Class A-10 Notional Amount is $19,324,000.00.
Section 11.08. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.02255688%.
Section 11.09. Original Class M Percentage.
The Original Class M Percentage is 1.25700961%.
Section 11.10. Original Class M Principal Balance.
The Original Class M Principal Balance is $2,813,000.00.
Section 11.11. Original Class M Fractional Interest.
The Original Class M Fractional Interest is 2.76554726%.
Section 11.12. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.55863830%.
Section 11.13. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 0.40217158%.
Section 11.14. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.35212356%.
Section 11.15. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.20108579%.
Section 11.16. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.25152804%.
Section 11.17. Original Class B Principal Balance.
The Original Class B Principal Balance is $6,188,882.22.
Section 11.18. Original Class B Subclass Principal Balances.
As to any Class B Certificate, the Class B Subclass Principal Balance
of such Subclass as of the Cut-Off Date, is as follows:
Original Class B
Class B Subclass Subclass Principal Balance
Class B-1 $ 3,488,000.00
Class B-2 $ 900,000.00
Class B-3 $ 788,000.00
Class B-4 $ 450,000.00
Class B-5 $ 562,882.22
Section 11.19. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 1.20690896%.
Section 11.20. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 0.80473738%.
Section 11.21. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.45261382%.
Section 11.22. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.25152803%.
Section 11.23. Closing Date.
The Closing Date is March 27, 1997.
Section 11.24. Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans pursuant
to Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $22,504,130.09 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.25. Wire Transfer Eligibility.
With respect to the Class A Certificates (other than the Class A-10
and Class A-WIO Certificates), the minimum Denomination eligible for wire
transfer on each Distribution Date is $5,000,000. With respect to the Class A-10
Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is $5,000,000 Original Class A-10 Notional Amount. With
respect to the Class A-WIO Certificates, the minimum Denomination eligible for
wire transfer on each Distribution Date is 25% Percentage Interest. The Class
A-3, Class A-4, Class A-9, Class A-12, Class A-PO, Class A-R, Class A-LR, Class
M, 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, for so long as the Holder of the
Class A-3 or Class A-4 Certificates is the Clearing Agency or its nominee, such
Holder will be entitled to a wire transfer.
Section 11.26. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other
than the Class A-8, Class A-9, Class A-10, Class A-WIO, Class A-R and Class A-LR
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class A-8 Certificates represents a $1,000 Denomination. A Single Certificate
for the Class A-9 Certificate represents a $298,000 Denomination. A Single
Certificate for the Class A-10 Certificate represents a $19,324,000
Denomination. A Single Certificate for the Class A-WIO Certificates represents a
Denomination of 25% Percentage Interest. A Single Certificate for each of the
Class A-R and Class A-LR Certificates represents a $100 Denomination. A Single
Certificate for each of the Class M, Class B-1, Class B-2, Class B-3 and
Class B-5 Certificates represents a $250,000 Denomination. A Single Certificate
for the Class B-4 Certificate represents a Denomination equal to the Original
Class B Subclass Principal Balance of such Subclass.
Section 11.27. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per
annum.
Section 11.28. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage
Loan is 0.016% per annum.
Section 11.29. Initial Financial Security Contact Person.
The initial Financial Security Contact Person shall be B. David
Bialzak, Vice President of the Seller.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By------------------------------------------
Name:------------------------------------
Title:-----------------------------------
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
as Master Servicer
By:
Name:------------------------------------
Title:-----------------------------------
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
as Trustee
By:-----------------------------------------
Name:------------------------------------
Title:-----------------------------------
Attest:
By:----------------------------
Name:--------------------------
Title:-------------------------
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 27th day of March, 1997, before me, a notary public in and for
the State of New York, personally B. David Bialzak, known to me who, being by me
duly sworn, did depose and say that he resides at Frederick, Maryland; that he
is a Vice President of Norwest Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 27th day of March, 1997, before me, a notary public in and for
the State of New York, personally appeared Sherri Sharps, known to me who, being
by me duly sworn, did depose and say that she resides at Frederick; that she is
a Vice President of Norwest Bank Minnesota, National Association, a national
banking association, one of the parties that executed the foregoing instrument;
and that she signed her name thereto by order of the Board of Directors of said
corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA)
) ss.:
COUNTY OF )
On this 27th day of March, 1997, before me, a notary public in and for
the State of North Carolina, personally appeared --------------------, known to
me who, being by me duly sworn, did depose and say that s/he resides at
- ----------------, North Carolina; that s/he is a --------------------- of First
Union National Bank of North Carolina, a national banking association, one of
the parties that executed the foregoing instrument; and that s/he signed his/her
name thereto by order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 27th day of March, 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 1997-4 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
Countrywide Home Loans, Inc. Prior Month Prior Month
First Bank National Association Prior Month Prior Month
HomeSide Lending Prior Month Prior Month
National City Mortgage Company Prior Month Prior Month
Suntrust Mortgage, Inc. Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid-Month Mid-Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-1 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-1 Certificates required to be
distributed to Holders of Class A-1 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-1 Certificates applicable to each Distribution
Date will be 7.25% 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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 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: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-2 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-2 Certificates required to be
distributed to Holders of Class A-2 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-2 Certificates applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-----------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 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.
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
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 OF THIS CERTIFICATE WILL BE MADE IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT, 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: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-3 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-3 Certificates required to be
distributed to Holders of Class A-3 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-3 Certificates applicable to each Distribution
Date will be 7.50% per annum. Prior to the Accretion Termination Date, interest
otherwise available for distribution with respect to this Certificate will not
be distributed as interest on this Certificate but such amount will be added to
the 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-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 is issued on March 27, 1997, at an issue price of
94.63567%, 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
225% SPA (as defined in the Prospectus Supplement dated March 19, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-PO, Class A-R and Class A-LR Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 30.31098227%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 9.51%; and
(iii) the amount of OID allocable to the short first accrual period (March 27,
1997 to April 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.69957443%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[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 1997-4 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: March 1, 1997
CUSIP No.: First Distribution Date: April 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,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-4 Certificates required to be
distributed to Holders of Class A-4 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
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 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 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: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-5 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-5 Certificates required to be
distributed to Holders of Class A-5 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-5 Certificates applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate 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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class A-6 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-6 Certificates required to be
distributed to Holders of Class A-6 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-6 Certificates applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 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: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of Class A-7 Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-7 Certificates required to be
distributed to Holders of Class A-7 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-7 Certificates applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-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 is issued on March 27, 1997, and based on its issue
price of 97.81367%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated March 19, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-PO, Class A-R and Class A-LR Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 2.22800000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.87%; and
(iii) the amount of OID allocable to the short first accrual period (March 27,
1997 to April 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01509366%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 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-8 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of Class A-8 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-8 Certificates as described below and in
the Agreement. Prior to the first Distribution Date following the first
Distribution Date on which any principal losses are allocated to the Class A-8
Certificateholders occurring on or after the earliest to occur of (a) the
Cross-Over Date, (b) the date on which Special Hazard Losses exceed the Special
Hazard Loss Amount, (c) the date on which Fraud Losses exceed the Fraud Loss
Amount and (d) the date on which Bankruptcy Losses exceed the Bankruptcy Loss
Amount, distributions in reduction of the principal balance of this Certificate
(including amounts paid in respect of such losses under the Policy as defined
below) will be made only in lots equal to $1,000 initial principal balance and
in accordance with the priorities and procedures set forth in Section 4.07 of
the Agreement (i) at the request of Deceased Holders (ii) at the request of
Living Holders and (iii) by random lot. On and after such Distribution Date,
distributions in reduction of principal balance will be made as provided in the
Agreement. Distributions in reduction of the principal balance of certain
Subclasses of Class A Certificates may not commence on the first Distribution
Date specified above. Distributions of principal will be allocated among the
Subclasses of Class A Certificates in accordance with the provisions of the
Agreement. The pass-through rate on the Class A-8 Certificates applicable to
each Distribution Date will be 7.50% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-8 Certificates, as described in
the Agreement. Any Non-Supported Interest Shortfall allocated to the Class A-8
Certificates will be covered, to the extent available, by funds in the Reserve
Fund, to the extent described in the Agreement and then by the Policy described
below.
The Class A-8 Certificates will be entitled to the benefits of a
Financial Guaranty Insurance Policy issued by Financial Security Assurance Inc.
(the "Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 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 the Class A-9 Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
Class A Subclass Distribution Amount for the Class A-9 Certificate required to
be distributed to Holder of the Class A-9 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 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
Class A-9 Certificate 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 March 27, 1997, at an issue price of
30.00000% 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 225% SPA (as
defined in the Prospectus Supplement dated March 19, 1997 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class A-R and Class A-LR Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 70.00000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.83%; and (iii) the
amount of OID allocable to the short first accrual period (March 27, 1997 to
April 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.20608299%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination:$------- (Initial Notional Amount)
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 the Class A-10 Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution (the "Record Date"), in an
amount equal to the Class A Subclass Distribution Amount for the Class A-10
Certificate for such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The Class A-10 Certificate is not
entitled to distributions in respect of principal. Interest will accrue on the
Class A-10 Certificate each month in an amount equal to the product of (i)
1/12th of 0.25% and (ii) the Class A-10 Notional Amount as of the related
Distribution Date. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class A-10 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, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 27, 1997, at an issue price of
0.53056% of the initial Class A-10 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming that this Certificate pays in accordance with projected
cash flows reflecting the prepayment assumption 225% SPA (as defined in the
Prospectus Supplement dated March 19, 1997 with respect to the offering of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-PO, Class A-R
and Class A-LR Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial Class A-10 Notional Amount is approximately
0.33665625%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 27.66%; and (iii) the amount of OID allocable to the
short first accrual period (March 27, 1997 to April 25, 1997) as a percentage of
the initial Class A-10 Notional Amount, calculated using the exact method, is
approximately 0.01140579%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 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-11 Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-11 Certificates required to be
distributed to Holders of Class A-11 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-11 Certificates applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
principal balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-11 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT --------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of Class A-12 Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-12 Certificates required to be
distributed to Holders of Class A-12 Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates may not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-12 Certificates applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class A-12 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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class
A-PO Distribution Amount required to be distributed to Holders of Class A-PO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class A-PO Certificates will not be entitled
to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 27, 1997, at an issue price of
65.00000% 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 225% SPA (as
defined in the Prospectus Supplement dated March 19, 1997 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class A-R and Class A-LR Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 35.00000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.04%; and (iii) the
amount of OID allocable to the short first accrual period (March 27, 1997 to
April 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.35560128%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 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,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-R Certificate required to be
distributed to the Holders of the Class A-R Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates will not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-R Certificate applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-----------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 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-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-LR Certificate required to be
distributed to the Holders of the Class A-LR Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class A Certificates will not commence on the first Distribution Date specified
above. Distributions of principal will be allocated among the Subclasses of
Class A Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class A-LR Certificate applicable to each Distribution
Date will be 7.50% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-----------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-WIO
[FORM OF FACE OF CLASS A-WIO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4 CLASS A-WIO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of Class A-WIO Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Subclass Distribution Amount for the Class A-WIO Certificates required to be
distributed to Holders of Class A-WIO Certificates on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement. The Class
A-WIO Certificates will not be entitled to distributions in respect of
principal. Interest will accrue on the Class A-WIO Certificates during each
month in an amount equal to the product of (A) 1/12th of (i) the Weighted
Average Net Mortgage Interest Rate of the Premium Mortgage Loans on the first
day of such month minus (ii) 7.50% and (B) the Class A-WIO Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-WIO Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
No transfer of a Class A-WIO Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating that the transferee
is not a Plan and is not acting on behalf of a Plan or using the assets of a
Plan to effect such purchase or (ii) if such transferee is a Plan, (a) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 27, 1997, at an issue price of
1.33465% of the initial Class A-WIO Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, and is issued with original issue discount ("OID") for federal income
tax purposes. Assuming (a) that this Certificate pays in accordance with
projected cash flows reflecting the Prepayment Assumption of 225% SPA (as
defined in the Prospectus Supplement dated March 19, 1997 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-PO, Class A-R and Class A-LR Certificates) used to price this Certificate and
(b) that the Pass-Through Rate hereon changes in accordance with the Prepayment
Assumption: (i) the amount of OID as a percentage of the initial Class A-WIO
Notional Amount is approximately 1.21501710%; (ii) the annual yield to maturity
of this Certificate, compounded monthly, is approximately 14.85%; and (iii) the
amount of OID allocable to the short first accrual period (March 27, 1997 to
April 25, 1997) as a percentage of the initial Class A-WIO Notional Amount,
calculated using the exact method, is approximately 0.01541153%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY AND THE CLASS M CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS B-1
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security and the Class M
Certificates as specified in the Agreement, any Class B-1 Distribution Amount
required to be distributed to Holders of Class B-1 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-1 Certificates applicable to
each Distribution Date will be 7.50% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-1 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
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 such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate 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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M CERTIFICATES AND THE CLASS B-1
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security, the Class M
Certificates and each Subclass of Class B Certificates bearing a lower numerical
designation as specified in the Agreement, any Class B-2 Distribution Amount
required to be distributed to Holders of Class B-2 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-2 Certificates applicable to
each Distribution Date will be 7.50% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-2 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-2 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 27, 1997, and based on its issue
price of 96.97917%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated March 19, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-PO, Class A-R and Class A-LR Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 3.06250000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 7.92%; and
(iii) the amount of OID allocable to the short first accrual period (March 27,
1997 to April 25, 1997) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01429706%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M CERTIFICATES, THE CLASS B-1
CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS B-3
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security, the Class M
Certificates and each Subclass of Class B Certificates bearing a lower numerical
designation as specified in the Agreement, any Class B-3 Distribution Amount
required to be distributed to Holders of Class B-3 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-3 Certificates applicable to
each Distribution Date will be 7.50% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-3 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-3 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 27, 1997, and based on its issue
price of 82.94792%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated March 19, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-PO, Class A-R and Class A-LR Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 17.09375000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 10.16%;
and (iii) the amount of OID allocable to the short first accrual period (March
27, 1997 to April 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.07190239.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M CERTIFICATES, THE CLASS B-1
CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE CLASS B-3 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate:
<PAGE>
THIS CERTIFIES THAT -------------------------- is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security, the Class M
Certificates and each Subclass of Class B Certificates bearing a lower numerical
designation as specified in the Agreement, any Class B-4 Distribution Amount
required to be distributed to Holders of Class B-4 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-4 Certificates applicable to
each Distribution Date will be 7.50% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-4 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 27, 1997, and based on its issue
price of 65.29167%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated March 19, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-PO, Class A-R and Class A-LR Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 34.75000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 13.94%;
and (iii) the amount of OID allocable to the short first accrual period (March
27, 1997 to April 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.12437668%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, FINANCIAL SECURITY, THE CLASS M CERTIFICATES, THE CLASS B-1
CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS B-3 CERTIFICATES AND THE
CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate:
<PAGE>
THIS CERTIFIES THAT ------------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Financial Security, the Class M
Certificates and each Subclass of Class B Certificates bearing a lower numerical
designation as specified in the Agreement, any Class B-5 Distribution Amount
required to be distributed to Holders of Class B-5 Certificates on such
Distribution Date, subject to adjustment, in certain events, as specified in the
Agreement. The pass-through rate on the Class B-5 Certificates applicable to
each Distribution Date will be 7.50% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class B-5 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on March 27, 1997, and based on its issue
price of 34.01042%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus two days of interest at
the Pass-Through Rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the Prepayment Assumption of
225% SPA (as defined in the Prospectus Supplement dated March 19, 1997 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-PO, Class A-R and Class A-LR Certificates) used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 66.03125000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 27.41%;
and (iii) the amount of OID allocable to the short first accrual period (March
27, 1997 to April 25, 1997) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.14107903%.
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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By -----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT C
[FORM OF FACE OF CLASS M CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND FINANCIAL SECURITY AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO 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 A GOVERNMENTAL
PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE
THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1997-4, 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: March 1, 1997
CUSIP No.: First Distribution Date: April 25, 1997
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ---------------------------- is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class M Certificates with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
and which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 27, 1997 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), and First Union National Bank of North
Carolina, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Financial Security as specified
in the Agreement, any Class M Distribution Amount required to be distributed to
Holders of Class M Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class M Certificates applicable to each Distribution Date will be
7.50% per annum. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class M Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
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 such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate 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: March 27, 1997
First Union National Bank of North Carolina,
Trustee
By-------------------------------------------
Authorized Officer
Countersigned:
First Union National Bank of North Carolina,
Trustee
By ------------------------------------------
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1997-4 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-4
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class or Subclass of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and Subclass and aggregate Percentage Interest will be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto---------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code
of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class or Subclass,
to the above named assignee and deliver such Certificate to the following
address:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Social Security or other Identifying Number of Assignee:
- -------------------------------------------------------------------------------
Dated:
-----------------------------------
Signature by or on behalf of assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to ---------------------- for the account of
- ----------------------------------------------- account number -------------,
or, if mailed by check, to --------------------------------------------------.
Applicable statements should be mailed to ------------------------------------.
This information is provided by --------------------------- the
assignee named above, or ---------------------------------, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
-------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of ------------, by and among FIRST UNION
NATIONAL BANK OF NORTH CAROLINA, not individually, but solely as Trustee
(including its successors under the Pooling and Servicing Agreement defined
below, the "Trustee"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master 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 March 27, 1997 relating to
the issuance of Mortgage Pass-Through Certificates, Series 1997-4 (as in effect
on the date of this Agreement, the "Original Pooling and Servicing Agreement",
and as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for
the purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling and Servicing Agreement,
unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files.
The Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and
other documents relating to the Mortgage Loans identified on the schedule
attached hereto and declares that it holds and will hold such Mortgage Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee subsequent to the date hereof (the "Custodial Files") as agent for
the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect
to each Mortgage Note, Mortgage and other documents constituting each Custodian
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement
to this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract
made under the laws of the State of New York and shall be construed and enforced
in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
230 South Tryon Street By:---------------------------------
Charlotte, North Carolina 28288 Name:-------------------------------
Title:------------------------------
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:---------------------------------
Name:-------------------------------
Title:------------------------------
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:---------------------------------
Name:-------------------------------
Title:------------------------------
Address: [CUSTODIAN]
By:-------------------------------
Name:-----------------------------
Title:----------------------------
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19--, before me, a notary public in and
for the State of -----------, personally appeared -------------------, known to
me who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ----------- of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
---------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of ---------, 19, before me, a notary public in and
for the State of -----------, personally appeared ----------------, known to me
who, being by me duly sworn, did depose and say that he resides at
- ----------------------; that he is the ------------- of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this --- day of --------, 19--, before me, a notary public in and
for the State of ------------, personally appeared ---------- ---------, known
to me who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the -------------------- of First Union
National Bank of North Carolina, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said association.
----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ---- day of --------, 19 , before me, a notary public in and
for the State of ----------, personally appeared ---------- ----------, known to
me who, being by me duly sworn, did depose and say that he resides at
- --------------------------; that he is the ----------------------- of
- ----------------------, a -------------------------, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
----------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6990917 VIENNA VA 22181 SFD 8.250 7.984 $3,966.69 360 1-Jun-26 $524,882.30
6993995 SUNNYVALE CA 94087 SFD 7.750 7.484 $1,862.67 360 1-Nov-26 $259,258.85
6994304 ATHERTON CA 94027 SFD 7.750 7.484 $4,063.49 360 1-Dec-26 $565,991.26
6994307 AUSTIN TX 78731 SFD 8.125 7.859 $1,989.89 360 1-Dec-26 $267,470.51
6994351 HOWELL NJ 07731 SFD 7.875 7.609 $1,087.60 360 1-Dec-26 $149,688.30
6994367 WESTMINSTER CO 80030 SFD 8.000 7.734 $2,623.21 360 1-Dec-26 $356,775.55
6994406 ALPHARETTA GA 30202 SFD 7.750 7.484 $1,576.11 360 1-Dec-26 $219,531.15
6994410 WOODCLIFF LAKE NJ 07675 SFD 8.125 7.859 $3,712.49 360 1-Dec-26 $498,825.23
6994450 NEDERLAND CO 80466 SFD 8.125 7.859 $5,197.48 360 1-Dec-26 $698,616.98
6994508 KERRVILLE TX 78028 SFD 8.000 7.734 $3,228.56 360 1-Jan-27 $438,400.91
6994549 REDWOOD CITY CA 94065 SFD 7.625 7.359 $2,176.47 360 1-Jan-27 $307,053.46
6994554 WASHINGTON DC 20015 SFD 7.875 7.609 $1,943.19 360 1-Dec-26 $267,443.04
6994565 DALLAS TX 75230 SFD 7.875 7.609 $4,350.42 360 1-Jan-27 $599,171.45
6994566 AUSTIN TX 78746 SFD 7.750 7.484 $2,378.49 360 1-Jan-27 $331,529.84
6994567 SAN JOSE CA 95132 SFD 7.750 7.484 $1,576.11 360 1-Dec-26 $219,531.15
6994583 VICTORIA MN 55386 SFD 7.750 7.484 $1,540.29 360 1-Jan-27 $214,695.52
6994586 ENGLEWOOD CO 80111 PUD 7.875 7.609 $3,712.36 360 1-Jan-27 $511,292.97
6994597 HOUSTON TX 77063 SFD 7.750 7.484 $2,507.44 360 1-Dec-26 $349,211.30
6994602 GOLETA CA 93117 SFD 8.500 8.234 $1,676.23 360 1-Dec-26 $217,601.00
6994611 CRYSTAL LAKE IL 60014 SFD 8.250 7.984 $2,035.18 360 1-Dec-26 $270,378.20
6994615 EDINA MN 55424 SFD 7.625 7.359 $2,643.26 360 1-Dec-26 $372,633.95
6994616 DURANGO CO 81326 SFD 7.875 7.609 $2,537.74 360 1-Jan-27 $349,516.69
6994618 BALTIMORE MD 21212 SFD 7.500 7.234 $1,538.27 360 1-Jan-27 $219,672.24
6994626 RENTON WA 98059 SFD 7.750 7.484 $1,856.94 360 1-Jan-27 $258,560.23
6994631 SANTA CLARITA CA 91321 PUD 8.500 8.234 $1,937.66 360 1-Jul-26 $250,646.94
6994647 ENCINITAS CA 92024 SFD 7.625 7.359 $1,557.15 360 1-Dec-26 $219,519.26
6994656 ST PAUL MN 55105 SFD 8.000 7.734 $2,201.29 360 1-Jan-27 $299,596.08
6994673 INCLINE VILLAGE NV 89451 SFD 7.750 7.484 $2,005.95 360 1-Dec-26 $279,403.31
6994683 ASHEVILLE NC 28803 SFD 7.125 6.859 $1,482.18 360 1-Jan-27 $219,647.10
6994706 KENNER LA 70065 SFD 8.000 7.734 $1,981.16 360 1-Jan-27 $269,636.47
6994707 METAIRIE LA 70002 SFD 7.750 7.484 $1,540.29 360 1-Jan-27 $214,695.52
6994712 FRANKTOWN CO 80116 SFD 8.125 7.859 $2,598.74 360 1-Jan-27 $349,540.55
6994741 DURANGO CO 81301 PUD 7.875 7.609 $725.07 360 1-Jan-27 $99,861.91
6994779 SAN ANTONIO TX 78258 SFD 7.500 7.234 $1,834.74 360 1-Jan-27 $262,009.30
6994785 AURORA CO 80012 SFD 8.125 7.859 $1,624.81 360 1-Jan-27 $218,542.73
6994789 WESTON MA 02193 SFD 8.500 8.234 $4,569.65 360 1-Dec-26 $593,212.25
6994796 NOVI MI 48375 SFD 8.000 7.734 $2,714.93 360 1-Jan-27 $369,501.82
6994827 LIVERMORE CA 94550 SFD 7.750 7.484 $1,724.36 360 1-Dec-26 $240,181.06
6994830 ORANGE CA 92667 PUD 8.000 7.734 $3,595.45 360 1-Jan-27 $489,340.24
6994833 AURORA CO 80016 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,542.82
6994841 MERCER ISLAND WA 98040 SFD 7.875 7.609 $6,525.62 360 1-Dec-26 $898,129.67
6994843 WEST LINN OR 97068 SFD 8.125 7.859 $1,882.23 360 1-Dec-26 $252,999.15
6994848 MISSION VIEJO CA 92692 PUD 8.000 7.734 $2,064.81 360 1-Nov-26 $280,637.17
6994860 BELMONT MA 02178 SFD 7.875 7.609 $2,316.60 360 1-Jan-27 $319,058.80
6994868 CARLSBAD CA 92008 PUD 9.000 8.734 $2,425.94 360 1-Jul-26 $300,147.37
6994905 BURKE VA 22015 SFD 7.375 7.109 $1,961.52 360 1-Jan-27 $283,566.47
6994956 POMPANO BEACH FL 33062 LCO 8.500 8.234 $726.62 360 1-Jan-27 $94,385.10
6994965 LOGAN UT 84321 SFD 8.250 7.984 $563.45 360 1-Dec-26 $74,842.68
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
80.00 0.250 0.0160
60.47 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
75.00 0.250 0.0160
75.26 0.250 0.0160
64.14 0.250 0.0160
58.82 0.250 0.0160
43.75 0.250 0.0160
73.33 0.250 0.0160
75.00 0.250 0.0160
80.00 0.250 0.0160
69.65 0.250 0.0160
79.05 0.250 0.0160
65.49 0.250 0.0160
62.32 0.250 0.0160
80.00 0.250 0.0160
58.33 0.250 0.0160
94.78 11 0.250 0.0160
89.65 01 0.250 0.0160
79.99 0.250 0.0160
78.65 0.250 0.0160
41.12 0.250 0.0160
80.00 0.250 0.0160
90.00 33 0.250 0.0160
78.57 0.250 0.0160
68.18 0.250 0.0160
70.00 0.250 0.0160
67.43 0.250 0.0160
90.00 33 0.250 0.0160
68.25 0.250 0.0160
71.43 0.250 0.0160
73.15 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
70.00 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
70.00 0.250 0.0160
61.11 0.250 0.0160
37.50 0.250 0.0160
78.00 0.250 0.0160
89.99 13 0.250 0.0160
90.00 33 0.250 0.0160
90.00 01 0.250 0.0160
63.50 0.250 0.0160
70.00 0.250 0.0160
60.00 0.250 0.0160
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6994976 OAKDALE MN 55128 SFD 8.000 7.734 $1,761.04 360 1-Jan-27 $239,537.30
6994980 CORCORAN MN 55340 SFD 7.625 7.359 $2,647.15 360 1-Jan-27 $373,456.90
6995014 BRECKENRIDGE CO 80424 PUD 7.625 7.359 $1,557.15 360 1-Jan-27 $219,680.52
6995050 INDIANAPOLIS IN 46239 SFD 7.500 7.234 $957.04 240 1-Dec-16 $118,152.35
6995051 ARLINGTON VA 22207 SFD 7.500 7.234 $1,594.21 360 1-Jan-27 $227,660.52
6995052 WYCKOFF NJ 07481 SFD 7.875 7.609 $1,595.15 360 1-Jan-27 $219,696.21
6995055 GLENDALE AZ 85308 PUD 8.250 7.984 $2,028.42 360 1-Apr-26 $268,039.66
6995057 EAST TROY WI 53149 SFD 8.125 7.859 $4,454.98 360 1-Dec-26 $598,814.57
6995069 LONGMEADOW MA 01106 SFD 7.500 7.234 $1,723.56 360 1-Jan-27 $246,080.96
6995075 SAN JOSE CA 95135 SFD 7.750 7.484 $1,647.75 360 1-Jan-27 $229,674.29
6995076 NEWTOWN PA 18940 SFD 7.250 6.984 $2,046.53 360 1-Feb-27 $299,765.97
6995080 NORTH MANKATO MN 56003 SFD 7.750 7.484 $1,576.11 360 1-Dec-26 $219,451.32
6995083 PARK CITY UT 84060 LCO 8.625 8.359 $1,977.53 360 1-Feb-27 $254,099.89
6995091 LOS GATOS CA 95030 SFD 8.000 7.734 $2,861.68 360 1-Jan-27 $389,474.90
6995092 MANHATTAN BEACH CA 90266 SFD 7.750 7.484 $2,120.58 360 1-Jan-27 $295,580.83
6995095 CAMARILLO CA 93010 SFD 7.875 7.609 $2,006.63 360 1-Jan-27 $276,367.83
6995105 DANVILLE CA 94526 SFD 7.625 7.359 $1,986.78 360 1-Feb-27 $280,496.83
6995114 WHITEFISH MT 59937 SFD 8.000 7.734 $3,661.49 360 1-Dec-26 $497,988.82
6995116 EDGEWOOD NM 87015 SFD 7.875 7.609 $1,622.92 360 1-Jan-27 $223,520.91
6995130 ARLINGTON VA 22207 SFD 7.000 6.734 $1,441.05 360 1-Jan-27 $216,243.86
6995131 LUSBY MD 20657 SFD 7.875 7.609 $2,995.26 360 1-Jan-27 $412,529.55
6995132 CARY NC 27513 SFD 7.500 7.234 $1,503.31 360 1-Dec-26 $214,518.32
6995133 CHAPEL HILL NC 27514 SFD 7.750 7.484 $3,402.96 360 1-Jan-27 $474,327.33
6995141 WAYZATA MN 55391 SFD 7.875 7.609 $2,004.09 360 1-Jan-27 $276,018.33
6995143 STONE LAKE WI 54876 SFD 7.625 7.359 $1,557.15 360 1-Jan-27 $219,680.52
6995144 MAPLE GROVE MN 55311 SFD 8.125 7.859 $1,794.24 360 1-Dec-26 $241,172.57
6995145 RENO NV 89509 SFD 8.000 7.734 $1,614.28 360 1-Dec-26 $219,554.20
6995150 WAYZATA MN 55391 SFD 7.875 7.609 $4,379.42 360 1-Jan-27 $602,515.56
6995151 EDINA MN 55436 SFD 7.750 7.484 $5,373.09 360 1-Jan-27 $748,937.90
6995156 ROCKVILLE MD 20853 SFD 7.875 7.609 $2,392.73 360 1-Dec-26 $329,314.20
6995157 ALEXANDRIA VA 22307 SFD 7.250 6.984 $1,500.79 360 1-Jan-27 $219,655.72
6995158 CYPRESS TX 77429 SFD 7.750 7.484 $1,576.11 360 1-Dec-26 $219,530.28
6995161 ASPEN CO 81611 LCO 8.125 7.859 $2,583.89 360 1-Jan-27 $347,543.18
6995162 FRANKLIN MA 02038 SFD 7.875 7.609 $1,852.44 360 1-Feb-27 $255,309.18
6995163 SCOTTSDALE AZ 85259 SFD 7.500 7.234 $1,538.27 360 1-Jan-27 $219,672.44
6995167 ROANN IN 46974 SFD 8.375 8.109 $2,667.85 360 1-Jan-27 $350,562.16
6995178 BENICIA CA 94510 SFD 7.750 7.484 $1,877.04 360 1-Jan-27 $261,633.96
6995181 SAN PEDRO AREA CA 90731 LCO 8.375 8.109 $1,935.52 360 1-Dec-26 $254,171.85
6995183 WADSWORTH OH 44281 SFD 7.875 7.609 $1,798.17 360 1-Jan-27 $247,657.54
6995186 FLAGSTAFF AZ 86004 SFD 7.750 7.484 $1,570.38 360 1-Jan-27 $218,889.58
6995187 SISTERS OR 97759 SFD 8.250 7.984 $1,652.79 360 1-Dec-26 $219,576.23
6995195 BRECKENRIDGE CO 80424 SFD 7.875 7.609 $1,595.15 360 1-Jan-27 $219,696.21
6995197 SAN CARLOS CA 94070 SFD 8.000 7.734 $2,861.68 360 1-Jan-27 $389,474.90
6995198 AUBURN GA 30203 SFD 8.125 7.859 $467.77 360 1-Jan-27 $62,917.30
6995200 LAKE OSWEGO OR 97034 SFD 8.375 8.109 $1,819.61 360 1-Dec-26 $238,904.36
6995202 PORTLAND OR 97223 SFD 8.375 8.109 $1,710.16 360 1-Dec-26 $224,577.52
6995208 BAKERSFIELD CA 93306 SFD 7.625 7.359 $2,123.38 360 1-Jan-27 $299,564.36
6995209 SCOTTSDALE AZ 85255 SFD 8.125 7.859 $1,948.68 360 1-Jan-27 $259,937.85
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
77.63 0.250 0.0160
68.00 0.250 0.0160
50.93 0.250 0.0160
85.47 33 0.250 0.0160
80.00 0.250 0.0160
70.51 0.250 0.0160
78.59 0.250 0.0160
68.57 0.250 0.0160
94.99 11 0.250 0.0160
54.76 0.250 0.0160
60.61 0.250 0.0160
74.45 0.250 0.0160
90.00 33 0.250 0.0160
66.10 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
79.99 0.250 0.0160
79.84 0.250 0.0160
90.00 06 0.250 0.0160
95.00 06 0.250 0.0160
59.87 0.250 0.0160
58.90 0.250 0.0160
74.80 0.250 0.0160
80.00 0.250 0.0160
76.39 0.250 0.0160
90.00 13 0.250 0.0160
72.61 0.250 0.0160
71.06 0.250 0.0160
61.08 0.250 0.0160
70.84 0.250 0.0160
58.20 0.250 0.0160
74.51 0.250 0.0160
79.09 0.250 0.0160
80.00 0.250 0.0160
92.46 33 0.250 0.0160
90.00 01 0.250 0.0160
94.28 13 0.250 0.0160
80.00 0.250 0.0160
67.95 0.250 0.0160
80.00 0.250 0.0160
31.43 0.250 0.0160
76.52 0.250 0.0160
78.39 0.250 0.0160
70.00 0.250 0.0160
95.00 11 0.250 0.0160
65.22 0.250 0.0160
80.00 0.250 0.0160
79.99 0.250 0.0160
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6995215 RENO NV 89502 SFD 7.625 7.359 $1,923.78 360 1-Jan-27 $271,405.31
6995218 WEST ORANGE NJ 07052 SFD 8.625 8.359 $1,837.53 360 1-Dec-26 $235,828.53
6995219 MONTEREY CA 93940 SFD 8.375 8.109 $4,431.22 360 1-Jan-27 $582,272.74
6995220 SAN JOSE CA 95138 PUD 7.875 7.609 $2,175.21 360 1-Jan-27 $299,585.73
6995226 PALM DESERT CA 92211 PUD 8.000 7.734 $1,693.90 360 1-Dec-26 $230,382.20
6995227 ROWLAND HEIGHTS AREA CA 91748 SFD 7.625 7.359 $2,048.35 360 1-Jan-27 $288,979.77
6995229 ROWLAND HTS AREA CA 91748 PUD 8.250 7.984 $1,711.01 360 1-Jan-27 $227,458.54
6995231 ANAHEIM CA 92808 PUD 7.875 7.609 $2,406.51 360 1-Jan-27 $331,441.66
6995232 SAN RAMON CA 94583 PUD 7.875 7.609 $2,471.04 360 1-Jan-27 $340,329.38
6995234 ST CHARLES IL 60175 SFD 8.250 7.984 $1,878.17 360 1-Jan-27 $249,680.06
6995236 ATLANTA GA 30324 SFD 7.875 7.609 $1,972.19 360 1-Feb-27 $271,812.81
6995237 BOULDER CO 80302 SFD 7.875 7.609 $3,422.33 360 1-Feb-27 $471,675.17
6995238 SUPERIOR CO 80027 SFD 7.250 6.984 $1,484.42 360 1-Jan-27 $217,259.47
6995239 ANDOVER MN 55304 SFD 8.000 7.734 $1,614.28 360 1-Dec-26 $219,554.20
6995241 TACOMA WA 98422 SFD 7.875 7.609 $1,595.15 360 1-Jan-27 $219,696.21
6995244 BAKERSFIELD CA 93312 SFD 8.000 7.734 $1,834.41 360 1-Jan-27 $249,663.40
6995258 BELLEVUE WA 98004 SFD 8.250 7.984 $2,130.22 360 1-Jan-27 $283,187.13
6995261 BELLEVUE WA 98004 SFD 7.500 7.234 $3,618.44 360 1-Jan-27 $516,729.47
6995262 WOODINVILLE WA 98072 SFD 7.375 7.109 $1,507.40 360 1-Jan-27 $217,916.84
6995263 WOODINVILLE WA 98072 SFD 7.625 7.359 $1,990.67 360 1-Feb-27 $281,046.44
6995264 ALBANY OR 97321 SFD 8.250 7.984 $2,313.90 360 1-Feb-27 $307,803.60
6995267 GREAT FALLS VA 22066 SFD 8.250 7.984 $2,400.30 360 1-Feb-27 $319,296.26
6995274 LOS ALAMOS CA 93440 SFD 7.875 7.609 $2,465.24 360 1-Jan-27 $339,530.48
6995280 ROSEVILLE MN 55113 SFD 8.000 7.734 $1,614.28 360 1-Dec-26 $219,554.20
6995281 OAK PARK IL 60302 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,542.82
6995287 ROSWELL NM 88201 SFD 7.000 6.734 $1,463.67 360 1-Jan-27 $219,638.27
6995289 ERIE CO 80516 SFD 7.875 7.609 $1,984.88 360 1-Jan-27 $273,371.97
6995295 ALEXANDRIA VA 22312 SFD 8.125 7.859 $2,613.59 360 1-Dec-26 $351,304.53
6995296 WYCKOFF NJ 07481 SFD 7.875 7.609 $1,798.17 360 1-Feb-27 $247,829.33
6995297 APEX NC 27502 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,542.82
6995298 MINNEAPOLIS MN 55419 SFD 7.875 7.609 $1,740.17 360 1-Jan-27 $239,668.58
6995303 CHEVY CHASE MD 20815 SFD 7.500 7.234 $2,036.11 360 1-Feb-27 $290,983.89
6995304 ROSWELL GA 30075 SFD 7.500 7.234 $1,538.27 360 1-Dec-26 $219,507.12
6995307 UPPER SADDLE RIVE NJ 07458 SFD 7.125 6.859 $1,482.18 360 1-Jan-27 $219,466.03
6995309 AVALON NJ 08202 SFD 8.000 7.734 $3,081.82 360 1-Feb-27 $419,718.18
6995310 FAIRLAWN OH 44333 SFD 8.500 8.234 $1,774.27 360 1-Feb-27 $230,610.21
6995311 WALNUT CREEK CA 94596 SFD 7.500 7.234 $1,538.27 360 1-Dec-26 $219,507.12
6995313 ENUMCLAW WA 98022 SFD 8.000 7.734 $1,614.28 360 1-Jan-27 $219,703.79
6995314 DURANGO CO 81301 PUD 7.875 7.609 $1,595.15 360 1-Jan-27 $219,696.21
6995315 CONIFER CO 80433 SFD 8.375 8.109 $2,130.10 360 1-Jan-27 $279,900.41
6995316 SAN DIEGO CA 92120 SFD 7.875 7.609 $1,856.18 360 1-Jan-27 $255,646.48
6995318 SACRAMENTO CA 95864 SFD 7.500 7.234 $4,537.90 360 1-Jan-27 $648,033.69
6995319 CHULA VISTA CA 91914 SFD 8.250 7.984 $1,652.41 360 1-Dec-26 $219,526.34
6995320 MOORPARK CA 93021 LCO 8.500 8.234 $1,674.69 360 1-Dec-26 $217,199.24
6995321 SPARKS NV 89436 SFD 8.000 7.734 $1,614.28 360 1-Dec-26 $219,554.20
6995322 SIMI VALLEY CA 93063 SFD 7.750 7.484 $1,934.31 360 1-Jan-27 $269,385.20
6995326 OREGON CITY OR 97045 SFD 8.000 7.734 $2,091.23 360 1-Feb-27 $284,808.77
6995329 ROANOKE VA 24018 SFD 8.000 7.734 $1,834.41 360 1-Jan-27 $249,600.53
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
69.69 0.250 0.0160
89.15 01 0.250 0.0160
69.99 0.250 0.0160
65.85 0.250 0.0160
79.99 0.250 0.0160
79.99 0.250 0.0160
74.99 0.250 0.0160
80.00 0.250 0.0160
90.00 13 0.250 0.0160
72.46 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
62.86 0.250 0.0160
79.71 0.250 0.0160
78.62 0.250 0.0160
78.76 0.250 0.0160
75.00 0.250 0.0160
90.00 06 0.250 0.0160
75.00 0.250 0.0160
80.00 0.250 0.0160
90.00 33 0.250 0.0160
48.57 0.250 0.0160
58.96 0.250 0.0160
58.12 0.250 0.0160
35.77 0.250 0.0160
75.00 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
92.87 13 0.250 0.0160
78.95 0.250 0.0160
80.00 0.250 0.0160
62.98 0.250 0.0160
55.00 0.250 0.0160
79.85 0.250 0.0160
94.99 33 0.250 0.0160
62.68 0.250 0.0160
89.83 06 0.250 0.0160
70.97 0.250 0.0160
95.00 33 0.250 0.0160
80.00 0.250 0.0160
74.60 0.250 0.0160
94.87 11 0.250 0.0160
90.00 11 0.250 0.0160
87.01 06 0.250 0.0160
71.62 0.250 0.0160
74.03 0.250 0.0160
75.76 0.250 0.0160
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6995333 SHORELINE WA 98177 SFD 7.875 7.609 $1,624.88 360 1-Feb-27 $223,945.78
6995334 ANDOVER MA 01810 SFD 7.750 7.484 $2,116.28 360 1-Jan-27 $294,981.68
6995335 N ANDOVER MA 01845 SFD 7.750 7.484 $1,548.17 360 1-Dec-26 $215,639.47
6995336 TEHACHAPI CA 93561 SFD 7.875 7.609 $1,925.06 360 1-Dec-26 $264,948.24
6995342 ST PAUL MN 55105 SFD 8.000 7.734 $1,871.10 360 1-Jan-27 $254,656.66
6995343 MENDOTA HEIGHTS MN 55118 PUD 8.250 7.984 $2,013.40 360 1-Feb-27 $267,829.10
6995346 MAPLE VALLEY WA 98038 SFD 8.125 7.859 $1,618.64 360 1-Dec-26 $217,569.30
6995353 CHARLOTTE NC 28277 SFD 7.750 7.484 $1,748.05 360 1-Jan-27 $243,654.45
6995354 CHARLOTTE NC 28207 SFD 8.875 8.609 $4,399.92 360 1-Feb-27 $552,689.98
6995357 CALABASAS CA 91302 SFD 7.875 7.609 $3,262.81 360 1-Jan-27 $449,378.60
6995358 PALMDALE CA 93551 SFD 7.750 7.484 $2,269.59 360 1-Jan-27 $316,351.38
6995359 WATERLOO NE 68069 PUD 7.875 7.609 $2,762.51 360 1-Jan-27 $380,473.88
6995360 INVERNESS IL 60010 SFD 7.750 7.484 $1,948.64 360 1-Jan-27 $269,608.36
6995364 PLYMOUTH MN 55446 SFD 7.750 7.484 $1,912.82 360 1-Jan-27 $266,349.84
6995370 SALISBURY MD 21801 SFD 7.750 7.484 $1,576.11 360 1-Feb-27 $219,844.72
6995371 FREDERICK MD 21703 SFD 7.625 7.359 $1,866.45 360 1-Jan-27 $263,317.07
6995372 POTOMAC MD 20854 SFD 7.375 7.109 $2,431.18 360 1-Jan-27 $351,462.66
6995373 RALEIGH NC 27615 SFD 7.750 7.484 $1,568.23 360 1-Jan-27 $218,590.00
6995374 BOSQUE FARMS NM 87068 SFD 7.875 7.609 $1,885.18 360 1-Jan-27 $259,640.97
6995375 PRIOR LAKE MN 55372 SFD 7.875 7.609 $2,298.47 360 1-Feb-27 $316,781.84
6995376 BAKERSFIELD CA 93309 SFD 7.875 7.609 $2,900.28 360 1-Jan-27 $399,447.63
6995377 HERNDON VA 20170 PUD 7.875 7.609 $1,676.36 360 1-Jan-27 $230,880.74
6995378 DRAPER UT 84020 SFD 8.000 7.734 $2,232.85 360 1-Jan-27 $303,890.28
6995379 WESTON FL 33327 SFD 8.000 7.734 $2,430.23 360 1-Jan-27 $330,754.06
6995380 NEWARK DE 19711 SFD 7.125 6.859 $1,482.18 360 1-Jan-27 $219,647.10
6995383 ESTES PARK CO 80517 SFD 7.500 7.234 $1,538.27 360 1-Feb-27 $219,836.73
6995385 LIVERMORE CA 94550 SFD 7.375 7.109 $2,015.90 360 1-Jan-27 $291,428.45
6995386 BENICIA CA 94510 SFD 7.625 7.359 $1,556.44 360 1-Jan-27 $219,580.67
6995388 BROADVIEW HGTS OH 44147 SFD 7.750 7.484 $1,791.03 360 1-Feb-27 $249,823.55
6995394 DRIPPING SPRINGS TX 78626 SFD 7.500 7.234 $2,156.38 360 1-Jan-27 $307,468.82
6995397 FRESNO CA 93720 SFD 8.125 7.859 $1,844.91 360 1-Feb-27 $248,311.47
6995398 LIVERMORE CA 94550 SFD 7.625 7.359 $1,557.15 360 1-Feb-27 $219,840.77
6995399 WILLIAMSBURG VA 23188 PUD 8.250 7.984 $1,783.54 360 1-Jan-27 $237,101.20
6995400 SAN DIEGO CA 92014 SFD 7.750 7.484 $3,582.05 360 1-Feb-27 $499,646.11
6995402 PLEASANTON CA 94566 SFD 7.625 7.359 $2,116.30 360 1-Jan-27 $298,565.82
6995403 OMAHA NE 68130 SFD 8.000 7.734 $1,834.41 360 1-Jan-27 $249,663.40
6995407 ISSAQUAH WA 98029 SFD 8.250 7.984 $2,250.79 360 1-Feb-27 $299,408.96
6995408 SNOWMASS VILLAGE CO 81615 LCO 7.750 7.484 $2,876.39 360 1-Feb-27 $401,216.63
6995409 SIMI VALLEY CA 93063 SFD 7.750 7.484 $1,656.74 360 1-Jan-27 $230,927.51
6995418 EDEN PRAIRIE MN 55347 SFD 8.125 7.859 $2,969.99 360 1-Jan-27 $399,474.91
6995419 BLAINE MN 55449 SFD 7.750 7.484 $1,625.18 360 1-Jan-27 $226,027.46
6995420 DEERFIELD IL 60015 SFD 7.875 7.609 $1,812.67 360 1-Feb-27 $249,827.96
6995421 BLOOMINGTON MN 55438 PUD 8.000 7.734 $1,987.77 360 1-Feb-27 $270,718.23
6995423 ALEXANDRIA VA 22302 SFD 7.750 7.484 $2,095.51 360 1-Dec-26 $291,876.65
6995425 RANCHO MURIETA CA 95683 SFD 7.875 7.609 $1,595.15 360 1-Feb-27 $219,848.60
6995427 MAYNARD MA 01754 SFD 8.125 7.859 $1,698.46 360 1-Dec-26 $228,298.05
6995431 SAN JOSE CA 95148 SFD 7.750 7.484 $2,406.79 360 1-Feb-27 $335,712.89
6995433 CERRITOS CA 90703 SFD 8.125 7.859 $2,038.15 360 1-Dec-26 $273,957.67
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
90.00 06 0.250 0.0160
70.00 0.250 0.0160
94.99 33 0.250 0.0160
90.00 33 0.250 0.0160
75.00 0.250 0.0160
80.00 0.250 0.0160
66.06 0.250 0.0160
63.54 0.250 0.0160
70.00 0.250 0.0160
53.57 0.250 0.0160
80.00 0.250 0.0160
74.12 0.250 0.0160
52.82 0.250 0.0160
89.99 33 0.250 0.0160
85.44 33 0.250 0.0160
90.00 11 0.250 0.0160
80.00 0.250 0.0160
62.54 0.250 0.0160
89.66 33 0.250 0.0160
76.94 0.250 0.0160
72.73 0.250 0.0160
80.00 0.250 0.0160
78.03 0.250 0.0160
88.45 33 0.250 0.0160
75.55 0.250 0.0160
53.66 0.250 0.0160
80.00 0.250 0.0160
79.99 0.250 0.0160
71.43 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
74.58 0.250 0.0160
95.00 33 0.250 0.0160
80.00 0.250 0.0160
89.92 11 0.250 0.0160
88.44 33 0.250 0.0160
84.99 06 0.250 0.0160
58.19 0.250 0.0160
90.00 33 0.250 0.0160
76.92 0.250 0.0160
74.99 0.250 0.0160
58.82 0.250 0.0160
90.00 01 0.250 0.0160
75.00 0.250 0.0160
70.74 0.250 0.0160
75.00 0.250 0.0160
89.99 13 0.250 0.0160
90.00 11 0.250 0.0160
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6995435 ROCKLIN CA 95677 SFD 8.375 8.109 $1,900.18 360 1-Jan-27 $249,688.14
6995436 PIPERSVILLE PA 18947 SFD 7.500 7.234 $1,919.34 360 1-Jan-27 $274,091.30
6995437 ARDSLEY NY 10502 SFD 8.500 8.234 $2,224.85 360 1-Feb-27 $289,174.71
6995438 HOUSTON TX 77027 SFD 8.750 8.484 $3,304.14 360 1-Feb-27 $419,758.36
6995440 PISMO BEACH CA 93449 SFD 8.500 8.234 $1,730.06 360 1-Feb-27 $224,863.69
6995441 CLOVERDALE CA 95425 SFD 7.625 7.359 $3,538.97 360 1-Feb-27 $499,638.11
6995442 LAGUNA BEACH CA 92651 SFD 8.000 7.734 $1,907.79 360 1-Feb-27 $259,825.54
6995445 SAN DIEGO CA 92127 SFD 7.625 7.359 $1,556.44 360 1-Feb-27 $219,740.84
6995447 SAN JOSE CA 95125 SFD 8.000 7.734 $1,614.28 360 1-Jan-27 $219,703.79
6995448 NAPA CA 94559 SFD 8.250 7.984 $1,733.92 360 1-Jan-27 $230,504.65
6995453 VOORHEES NJ 08403 SFD 8.000 7.734 $1,842.48 360 1-Feb-27 $250,931.52
6995454 WARREN TOWNSHIP NJ 07059 SFD 7.375 7.109 $1,933.89 360 1-Feb-27 $279,786.94
6995455 MIDDLETON MA 01949 SFD 7.500 7.234 $2,363.35 360 1-Jan-27 $337,496.73
6995457 DANA POINT CA 92629 SFD 8.000 7.734 $3,016.59 360 1-Feb-27 $410,835.15
6995461 CHICAGO IL 60622 MF3 8.000 7.734 $1,962.83 360 1-Feb-27 $267,320.50
6995462 INDEPENDENCE MN 55359 SFD 8.125 7.859 $2,650.72 360 1-Feb-27 $356,766.47
6995463 VIENNA VA 22181 SFD 7.875 7.609 $3,045.29 360 1-Feb-27 $419,710.96
6995465 ASPEN CO 81611 LCO 8.125 7.859 $631.12 360 1-Jan-27 $84,856.65
6995467 WESTBOROUGH MA 01581 SFD 8.250 7.984 $1,821.07 360 1-Jan-27 $242,089.80
6995468 ESCONDIDO CA 92029 SFD 8.250 7.984 $3,756.33 360 1-Feb-27 $499,681.17
6995469 CHULA VISTA CA 91910 SFD 8.000 7.734 $2,524.15 360 1-Dec-26 $343,302.92
6995472 BOZEMAN MT 59715 SFD 7.875 7.609 $2,175.21 360 1-Jan-27 $299,585.73
6995475 PARK RIDGE IL 60068 SFD 8.125 7.859 $1,670.62 360 1-Jan-27 $224,704.64
6995476 BRECKENRIDGE CO 80424 PUD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,542.82
6995479 MARINA CA 93933 SFD 8.375 8.109 $1,641.76 360 1-Dec-26 $215,594.40
6995480 ORANGE CA 92867 SFD 7.750 7.484 $4,133.70 360 1-Jan-27 $576,182.89
6995481 CAMARILLO CA 93012 SFD 7.500 7.234 $1,615.88 360 1-Jan-27 $230,755.92
6995482 SAN DIEGO CA 92128 SFD 7.250 6.984 $1,500.79 360 1-Jan-27 $219,655.72
6995483 SAN DIEGO CA 92121 SFD 7.375 7.109 $1,740.85 360 1-Jan-27 $251,665.24
6995484 RANCHO CUCAMONGA CA 91737 SFD 8.750 8.484 $1,734.67 360 1-Feb-27 $220,373.14
6995496 HOLLIS NH 03049 SFD 8.750 8.484 $2,139.83 360 1-Jan-27 $271,685.86
6995497 AMHERST NY 14221 SFD 8.250 7.984 $4,507.60 360 1-Jan-27 $599,232.17
6995502 BETHESDA MD 20814 SFD 7.250 6.984 $2,919.72 360 1-Feb-27 $427,666.12
6995505 NORWOOD MA 02062 SFD 8.500 8.234 $3,396.68 360 1-Dec-26 $440,941.45
6995506 NASHVILLE TN 37205 SFD 8.000 7.734 $2,024.09 360 1-Jan-27 $275,478.59
6995507 FISHERS IN 46038 SFD 8.000 7.734 $1,898.62 360 1-Jan-27 $258,401.60
6995508 HENDERSON NV 89014 PUD 8.375 8.109 $2,593.75 360 1-Apr-26 $338,833.64
6995509 NORTHBROOK IL 60062 SFD 8.000 7.734 $5,429.86 360 1-Feb-27 $739,503.47
6995510 ROCHESTER MN 55902 SFD 8.750 8.484 $3,423.72 360 1-Feb-27 $434,949.61
6995511 GRAND JUNCTION CO 81506 PUD 8.500 8.234 $1,691.61 360 1-Feb-27 $219,866.72
6995512 EAGAN MN 55123 SFD 7.750 7.484 $2,006.82 360 1-Jan-27 $279,724.31
6995514 NORTH MIAMI FL 33181 SFD 8.000 7.734 $2,180.75 360 1-Feb-27 $297,000.58
6995518 BARRINGTON IL 60010 SFD 7.875 7.609 $2,476.84 360 1-Jan-27 $341,128.28
6995520 DANVILLE CA 94506 SFD 8.125 7.859 $4,343.61 360 1-Jan-27 $584,232.07
6995521 DUNCAN SC 29334 SFD 7.375 7.109 $1,519.49 360 1-Jan-27 $219,601.13
6995522 REDMOND WA 98052 PUD 7.875 7.609 $2,182.46 360 1-Feb-27 $300,792.85
6995523 ELLICOTT CITY MD 21043 SFD 8.000 7.734 $1,678.49 360 1-Feb-27 $228,596.51
6995524 VENICE AREA CA 90291 SFD 7.750 7.484 $1,669.24 360 1-Jan-27 $231,907.09
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
58.82 0.250 0.0160
90.00 33 0.250 0.0160
90.00 11 0.250 0.0160
80.00 0.250 0.0160
90.00 33 0.250 0.0160
58.48 0.250 0.0160
46.43 0.250 0.0160
94.99 13 0.250 0.0160
78.01 0.250 0.0160
94.98 13 0.250 0.0160
90.00 33 0.250 0.0160
48.28 0.250 0.0160
79.53 0.250 0.0160
75.43 0.250 0.0160
78.22 0.250 0.0160
75.00 0.250 0.0160
80.00 0.250 0.0160
14.17 0.250 0.0160
80.00 0.250 0.0160
79.11 0.250 0.0160
80.00 0.250 0.0160
66.67 0.250 0.0160
69.23 0.250 0.0160
54.74 0.250 0.0160
89.26 33 0.250 0.0160
74.94 0.250 0.0160
89.98 11 0.250 0.0160
74.58 0.250 0.0160
89.99 11 0.250 0.0160
90.00 13 0.250 0.0160
80.00 0.250 0.0160
60.00 0.250 0.0160
80.00 0.250 0.0160
75.00 0.250 0.0160
90.00 33 0.250 0.0160
90.00 12 0.250 0.0160
89.99 01 0.250 0.0160
56.92 0.250 0.0160
80.00 0.250 0.0160
88.04 11 0.250 0.0160
90.00 33 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
68.02 0.250 0.0160
78.01 0.250 0.0160
79.98 0.250 0.0160
75.00 0.250 0.0160
66.57 0.250 0.0160
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6995525 IRVINE CA 92620 SFD 7.875 7.609 $2,320.22 360 1-Jan-27 $319,558.11
6995528 AUBURNDALE MA 02166 SFD 7.875 7.609 $2,109.95 360 1-Feb-27 $290,799.74
6995529 EDEN PRAIRIE MN 55347 SFD 7.375 7.109 $2,590.03 360 1-Feb-27 $374,714.66
6995531 HUNTINGTON IN 46750 SFD 7.750 7.484 $2,399.98 360 1-Jan-27 $334,324.28
6995532 CAMBRIDGE MA 02138 SFD 8.000 7.734 $2,785.37 360 1-Jan-27 $379,088.90
6995533 NORTH ANDOVER MA 01845 SFD 7.625 7.359 $1,911.04 360 1-Feb-27 $269,804.59
6995534 LAS VEGAS NV 89110 SFD 7.875 7.609 $1,972.19 360 1-Feb-27 $271,812.81
6995537 SILVER SPRING MD 20910 SFD 7.750 7.484 $1,551.75 360 1-Jan-27 $216,293.26
6995539 UPPER SADDLE RIVE NJ 07458 SFD 8.000 7.734 $1,937.14 360 1-Feb-27 $263,822.86
6995542 LOVELAND CO 80538 SFD 7.375 7.109 $1,087.20 360 1-May-26 $156,178.48
6995543 MONTGOMERY TWP NJ 08558 SFD 7.750 7.484 $2,256.70 360 1-Feb-27 $314,777.67
6995545 VACAVILLE CA 95687 SFD 8.000 7.734 $1,599.61 360 1-Jan-27 $217,706.47
6995546 CHARLOTTE NC 28277 SFD 7.875 7.609 $2,320.22 360 1-Feb-27 $319,779.78
6995549 HONOLULU HI 96821 SFD 8.125 7.859 $4,187.68 360 1-Feb-27 $563,631.07
6995552 LOS ANGELES CA 91604 SFD 7.875 7.609 $2,349.22 360 1-Feb-27 $323,777.03
6995553 FOSTER CITY CA 94404 SFD 7.750 7.484 $1,862.67 360 1-Feb-27 $259,816.50
6995554 SAN JOSE CA 95125 SFD 7.875 7.609 $2,146.21 360 1-Feb-27 $295,796.29
6995555 SAN DIEGO CA 92130 SFD 7.750 7.484 $1,889.18 360 1-Jan-27 $263,326.56
6995560 FARIBAULT MN 55021 SFD 7.625 7.359 $1,789.16 240 1-Jan-17 $218,834.04
6995565 ALEXANDRIA TWNSP NJ 08848 SFD 8.250 7.984 $1,648.65 360 1-Jan-27 $219,169.18
6995574 GOLDEN CO 80403 SFD 8.375 8.109 $3,847.87 360 1-Feb-27 $505,935.33
6995575 ALEXANDRIA VA 22307 PUD 7.500 7.234 $1,826.70 360 1-Feb-27 $261,056.11
6995576 CAREFREE AZ 85377 SFD 7.500 7.234 $1,538.27 360 1-Feb-27 $219,836.73
6995578 TULSA OK 74114 SFD 7.875 7.609 $3,132.30 360 1-Jan-27 $431,403.45
6995579 APPLE VALLEY MN 55124 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,542.82
6995581 MONROVIA MD 21770 SFD 8.375 8.109 $1,736.76 360 1-Feb-27 $228,357.98
6995584 HUNTERSVILLE NC 28078 SFD 7.875 7.609 $1,617.81 360 1-Jan-27 $222,816.89
6995587 MILFORD NJ 08848 SFD 8.500 8.234 $2,537.41 360 1-Feb-27 $329,800.09
6995588 HILLSBOROUGH NJ 08853 SFD 7.750 7.484 $1,873.06 360 1-Feb-27 $261,265.47
6995590 OAK BROOK IL 60521 SFD 8.250 7.984 $2,567.83 360 1-Feb-27 $341,582.05
6995597 CORONADO CA 92118 SFD 8.250 7.984 $1,502.53 360 1-Feb-27 $199,872.47
6995598 BERNARDS TWP NJ 07920 SFD 7.500 7.234 $2,008.70 360 1-Feb-27 $287,066.80
6995599 BERNARDS TWP NJ 07920 SFD 7.875 7.609 $3,313.57 360 1-Feb-27 $456,685.49
6995600 WHEATON IL 60187 SFD 8.000 7.734 $1,725.81 360 1-Dec-26 $234,723.41
6995602 CEDAR RAPIDS IA 52405 SFD 7.500 7.234 $1,398.43 360 1-Jan-27 $199,702.21
6995603 DANVILLE CA 94506 SFD 7.625 7.359 $2,116.30 360 1-Dec-26 $297,843.48
6995605 BERNARDS TWP NJ 07920 SFD 7.625 7.359 $4,600.66 360 1-Feb-27 $649,529.55
6995606 FAIR HAVEN NJ 07704 SFD 8.250 7.984 $2,404.05 360 1-Feb-27 $319,795.95
6995607 SEA ISLE CITY NJ 08243 LCO 8.375 8.109 $2,493.04 360 1-Feb-27 $327,796.13
6995608 LONG BEACH TWP NJ 08008 SFD 7.250 6.984 $1,500.79 360 1-Feb-27 $219,828.38
6995609 SENECA IL 61360 SFD 8.125 7.859 $1,682.50 360 1-Jan-27 $225,665.39
6995611 CHARLOTTE NC 28211 SFD 8.125 7.859 $2,027.02 360 1-Jan-27 $272,626.53
6995613 HONOLULU HI 96826 HCO 8.000 7.734 $953.89 360 1-Feb-27 $129,912.78
6995614 HIGHLANDS RANCH CO 80126 SFD 7.875 7.609 $1,595.15 360 1-Dec-26 $219,542.82
6995615 DENVER CO 80204 SFD 7.750 7.484 $1,619.81 360 1-Jan-27 $225,779.81
6995617 BELLEVUE WA 98006 SFD 8.250 7.984 $2,306.39 360 1-Feb-27 $306,804.24
6995619 CORONADO CA 92118 SFD 7.375 7.109 $1,933.89 360 1-Feb-27 $279,786.94
6995621 MOKENA IL 60448 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,688.44
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
63.75 0.250 0.0160
79.73 0.250 0.0160
68.62 0.250 0.0160
74.44 0.250 0.0160
56.24 0.250 0.0160
88.82 33 0.250 0.0160
80.00 0.250 0.0160
95.00 33 0.250 0.0160
80.00 0.250 0.0160
90.00 06 0.250 0.0160
90.00 33 0.250 0.0160
89.97 33 0.250 0.0160
57.57 0.250 0.0160
42.57 0.250 0.0160
80.00 0.250 0.0160
62.65 0.250 0.0160
80.00 0.250 0.0160
90.00 11 0.250 0.0160
73.33 0.250 0.0160
95.00 33 0.250 0.0160
75.00 0.250 0.0160
95.00 33 0.250 0.0160
84.94 33 0.250 0.0160
75.13 0.250 0.0160
69.85 0.250 0.0160
60.93 0.250 0.0160
80.00 0.250 0.0160
69.50 0.250 0.0160
90.00 33 0.250 0.0160
69.76 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
79.90 0.250 0.0160
70.00 0.250 0.0160
75.87 0.250 0.0160
72.05 0.250 0.0160
74.46 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
59.30 0.250 0.0160
71.94 0.250 0.0160
60.30 0.250 0.0160
30.23 0.250 0.0160
86.89 11 0.250 0.0160
85.00 33 0.250 0.0160
56.12 0.250 0.0160
69.14 0.250 0.0160
57.89 0.250 0.0160
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6995623 VALENCIA CA 91354 SFD 7.750 7.484 $1,543.34 360 1-Jan-27 $215,120.92
6995624 SAN DIEGO CA 92128 SFD 6.875 6.609 $1,445.24 360 1-Jan-27 $219,629.30
6995625 SAN DIEGO CA 92128 SFD 7.375 7.109 $1,895.56 360 1-Jan-27 $274,031.04
6995626 VALENCIA CA 91354 SFD 7.375 7.109 $1,581.99 360 1-Feb-27 $228,875.71
6995628 SAN JOSE CA 95120 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,688.44
6995630 METAIRIE LA 70003 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,688.44
6995631 SAN JOSE CA 95119 SFD 7.750 7.484 $1,564.64 360 1-Jan-27 $218,090.72
6995637 CHINA SPRING TX 76633 SFD 7.750 7.484 $1,806.43 360 1-Feb-27 $251,972.04
6995641 HERNDON VA 22071 SFD 7.375 7.109 $2,265.41 360 1-Feb-27 $327,750.42
6995642 PARADISE VALLEY AZ 85253 SFD 7.875 7.609 $4,712.95 360 1-Feb-27 $649,552.68
6995643 AUSTIN TX 78731 SFD 7.750 7.484 $1,576.11 360 1-Dec-26 $219,531.15
6995648 BOULDER CO 80302 SFD 8.000 7.734 $2,568.18 360 1-Feb-27 $349,765.15
6995653 BATAVIA IL 60510 SFD 8.000 7.734 $1,761.04 360 1-Feb-27 $239,838.96
6995654 FLOSSMOOR IL 60422 SFD 8.125 7.859 $2,300.91 360 1-Feb-27 $309,138.01
6995655 WEST CHESTER PA 19382 SFD 7.375 7.109 $1,870.00 360 1-Jan-27 $270,128.13
6995658 RED BANK BORO NJ 07701 LCO 8.500 8.234 $2,749.63 360 1-Jan-27 $357,165.21
6995660 SCOTTSDALE AZ 85258 SFD 8.500 8.234 $3,844.57 360 1-Feb-27 $499,697.10
6995663 OSSINING NY 10562 LCO 8.500 8.234 $1,241.03 360 1-Feb-27 $161,302.22
6995664 SCARSDALE NY 10583 SFD 7.875 7.609 $2,900.28 360 1-Feb-27 $399,724.72
6995667 NORTH POTOMAC MD 20878 SFD 7.750 7.484 $1,834.02 360 1-Feb-27 $255,819.31
6995669 RALEIGH NC 27609 SFD 7.750 7.484 $2,686.55 360 1-Jan-27 $374,468.94
6995671 FOREST LAKE MN 55025 SFD 7.875 7.609 $1,957.69 360 1-Feb-27 $269,814.19
6995673 ARLINGTON VA 22207 SFD 7.250 6.984 $2,455.83 360 1-Feb-27 $359,719.17
6995674 PRINCETON NJ 08540 SFD 8.125 7.859 $2,536.37 360 1-Jan-27 $341,151.58
6995675 BRENTWOOD CA 94513 SFD 8.250 7.984 $2,404.05 360 1-Feb-27 $319,795.95
6995677 GIG HARBOR WA 98335 SFD 8.250 7.984 $2,374.01 360 1-Jul-26 $314,348.59
6995678 SAN DIEGO CA 92130 SFD 8.375 8.109 $1,824.17 360 1-Feb-27 $239,850.83
6995681 THOUSAND OAKS CA 91320 SFD 8.250 7.984 $2,712.07 360 1-Dec-26 $360,304.66
6995683 SAN DIEGO CA 92128 SFD 8.000 7.734 $2,489.66 360 1-Feb-27 $339,072.34
6995687 RIVERSIDE CA 92503 SFD 7.750 7.484 $1,559.63 360 1-Dec-26 $217,236.07
6995688 CULVER CITY CA 90230 LCO 8.000 7.734 $1,981.16 360 1-Jan-27 $269,636.47
6995693 WASHINGTON DC 20008 SFD 7.875 7.609 $4,640.44 360 1-Oct-26 $637,768.70
6995700 WENATCHEE WA 98801 SFD 8.000 7.734 $2,069.22 360 1-Feb-27 $281,810.78
6995701 CORTE MADERA CA 94925 SFD 8.250 7.984 $3,400.95 360 1-Dec-26 $451,722.60
6995703 FARMINGTON HILLS MI 48334 SFD 8.250 7.984 $1,923.24 360 1-Feb-27 $255,836.76
6995705 FRANKLIN MI 48025 SFD 8.375 8.109 $2,249.81 360 1-Dec-26 $295,444.21
6995708 FREMONT CA 94539 SFD 8.000 7.734 $2,494.80 360 1-Jan-27 $339,542.22
6995715 CRANFORD NJ 07016 SFD 7.750 7.484 $1,779.82 240 1-Jan-17 $216,038.24
6995716 SANTA FE NM 87501 SFD 7.750 7.484 $1,868.76 360 1-Jan-27 $260,480.61
6995720 LANCASTER PA 17603 SFD 8.000 7.734 $3,735.59 300 1-Feb-22 $483,491.08
6995747 LOS GATOS CA 95032 SFD 8.125 7.859 $3,689.53 360 1-Nov-26 $495,594.53
6995762 SALT LAKE CITY UT 84121 SFD 8.250 7.984 $1,994.61 360 1-Jan-27 $265,110.24
6996096 GULF BREEZE FL 32561 SFD 8.000 7.734 $1,885.41 360 1-Mar-27 $256,950.00
6996128 OREM UT 84058 SFD 8.125 7.859 $1,670.62 360 1-Mar-27 $225,000.00
$100,006,063.96
COUNT: 332
WAC: 7.921750261
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
90.00 33 0.250 0.0160
79.70 0.250 0.0160
90.00 11 0.250 0.0160
90.00 13 0.250 0.0160
93.62 11 0.250 0.0160
88.00 33 0.250 0.0160
80.00 0.250 0.0160
43.85 0.250 0.0160
80.00 0.250 0.0160
31.75 0.250 0.0160
93.02 33 0.250 0.0160
74.07 0.250 0.0160
89.89 12 0.250 0.0160
80.00 0.250 0.0160
93.69 33 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
68.68 0.250 0.0160
53.33 0.250 0.0160
80.00 0.250 0.0160
78.95 0.250 0.0160
77.36 0.250 0.0160
57.94 0.250 0.0160
80.00 0.250 0.0160
80.00 0.250 0.0160
79.93 0.250 0.0160
80.00 0.250 0.0160
79.69 0.250 0.0160
90.00 33 0.250 0.0160
89.99 13 0.250 0.0160
90.00 13 0.250 0.0160
80.00 0.250 0.0160
75.20 0.250 0.0160
80.00 0.250 0.0160
63.52 0.250 0.0160
80.00 0.250 0.0160
66.67 0.250 0.0160
80.00 0.250 0.0160
75.61 0.250 0.0160
76.83 0.250 0.0160
79.51 0.250 0.0160
90.00 33 0.250 0.0160
90.00 24 0.250 0.0160
75.00 0.250 0.0160
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C>
WAM: 356.985648
WALTV: 75.05760643
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by
Norwest Mortgage in Frederick, Maryland]
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3579994 SOUTH SAN FRANCISCO CA 94080 SFD 9.125 8.859 $2,900.97 360 1-Aug-24 $349,550.03
4489875 READINGTON TOWNSHIP NJ 08833 SFD 8.125 7.859 $2,874.95 360 1-Feb-27 $386,946.72
4493357 CLERMONT FL 34711 SFD 8.000 7.734 $3,202.89 360 1-Jan-27 $435,912.27
4512917 HILTON HEAD ISLAND SC 29928 SFD 8.125 7.859 $2,672.99 360 1-Feb-27 $359,764.51
4525373 ORANGE CA 92669 SFD 9.375 9.109 $4,158.75 360 1-Sep-26 $496,882.82
4525781 ROBBINSVILLE NJ 08691 SFD 7.250 6.984 $1,913.51 360 1-Feb-27 $280,281.18
4530644 STATEN ISLAND NY 10309 SFD 8.375 8.109 $2,447.44 360 1-Feb-27 $321,799.85
4533464 CARNATION WA 98014 SFD 8.250 7.984 $2,163.65 360 1-Feb-27 $287,816.35
4533775 LAS VEGAS NV 89128 SFD 8.000 7.734 $3,668.83 360 1-Jan-27 $499,326.78
4535721 BERNARDS NJ 07920 SFD 8.250 7.984 $2,253.80 360 1-Feb-27 $299,808.70
4538098 PORT JEFFERSON STATION NY 11776 SFD 8.375 8.109 $456.04 360 1-Oct-26 $59,810.93
4539057 PHOENIX AZ 85024 SFD 7.875 7.609 $1,672.74 360 1-Sep-26 $229,731.60
4540085 DOWNEY CA 90240 SFD 8.500 8.234 $1,861.54 360 1-Sep-26 $241,204.28
4540342 SALT LAKE CITY UT 84105 SFD 8.375 8.109 $1,634.16 360 1-Oct-26 $214,311.63
4540937 MORGANVILLE NJ 07751 SFD 9.125 8.859 $2,359.54 360 1-Sep-26 $289,056.22
4541961 TUCSON AZ 85715 SFD 8.875 8.609 $6,206.03 360 1-Oct-26 $777,781.02
4543579 BOUNTIFUL UT 84010 SFD 9.000 8.734 $3,138.03 360 1-Oct-26 $388,918.75
4543998 CHESHIRE CT 06410 SFD 8.625 8.359 $2,450.04 360 1-Feb-27 $314,814.02
4544456 TARZANA CA 91356 SFD 8.500 8.234 $3,921.46 360 1-Nov-26 $508,664.20
4544463 QUOGUE NY 11959 SFD 8.500 8.234 $2,498.97 360 1-Jan-27 $324,604.84
4545414 LEESBURG VA 20175 SFD 7.750 7.484 $1,573.96 360 1-Jan-27 $219,388.87
4545960 SCOTTSDALE AZ 85255 SFD 8.625 8.359 $1,790.87 360 1-Nov-26 $229,700.32
4546802 MONUMENT CO 80132 SFD 8.125 7.859 $2,346.30 360 1-Jan-27 $315,585.17
4547348 WESTMINSTER CA 92683 SFD 8.875 8.609 $954.78 360 1-Nov-26 $119,727.88
4547384 GLENVIEW IL 60025 SFD 8.500 8.234 $2,691.20 360 1-Nov-26 $349,142.82
4547531 BOCA RATON FL 33431 PUD 8.250 7.984 $3,795.40 360 1-Dec-26 $504,226.89
4547654 HOPKINTON MA 01748 SFD 7.875 7.609 $2,714.66 360 1-Dec-26 $373,621.94
4548367 SARASOTA FL 34238 SFD 8.000 7.734 $513.64 360 1-Nov-26 $69,810.22
4549519 SOMERS NY 10589 SFD 8.500 8.234 $3,198.69 360 1-Feb-27 $415,747.98
4549584 JACKSON HEIGHTS NY 11370 MF2 7.750 7.484 $2,127.74 360 1-Feb-27 $296,790.38
4550136 BLOOMFIELD HILLS MI 48301 LCO 8.250 7.984 $2,253.80 360 1-Jan-27 $299,616.08
4550423 DAVIE FL 33328 SFD 8.375 8.109 $1,887.26 360 1-Dec-26 $247,833.77
4550431 SCOTTSDALE AZ 85262 SFD 8.375 8.109 $1,970.49 360 1-Nov-26 $258,598.65
4550433 LOS ALAMITOS CA 90720 SFD 8.375 8.109 $1,732.97 360 1-Dec-26 $227,269.78
4550484 BOYDS MD 20841 SFD 8.000 7.734 $1,575.39 360 1-Dec-26 $214,264.95
4550495 DAVIE FL 33328 SFD 8.500 8.234 $2,413.62 360 1-Feb-27 $313,709.84
4550573 LAGUNA NIGUEL CA 92677 SFD 8.000 7.734 $3,485.38 360 1-Dec-26 $474,037.47
4550629 MAITLAND FL 32751 SFD 8.375 8.109 $2,067.40 360 1-Jan-27 $271,660.69
4550663 LANGHORNE PA 19053 SFD 8.125 7.859 $2,376.00 360 1-Jan-27 $319,579.92
4550763 SOUTHLAKE TX 76092 SFD 8.125 7.859 $2,257.20 360 1-Nov-26 $303,196.43
4551405 CUDJOE KEY FL 33042 SFD 8.250 7.984 $1,615.22 360 1-Dec-26 $214,585.88
4551627 CANOGA PARK CA 91307 SFD 8.250 7.984 $991.68 360 1-Jan-27 $131,831.06
4552179 ANNAPOLIS MD 21401 SFD 8.000 7.734 $2,054.55 360 1-Feb-27 $279,812.12
4552308 MCCALL ID 83638 SFD 8.000 7.734 $2,395.74 360 1-Jan-27 $326,060.40
4552572 SHELTER ISLAND NY 11964 SFD 7.875 7.609 $2,059.20 360 1-Feb-27 $283,804.55
4552606 SAN RAFAEL CA 94903 SFD 7.750 7.484 $3,137.89 360 1-Feb-27 $437,690.86
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
80.00 0.250 0.016
80.00 0.250 0.016
79.98 0.250 0.016
76.60 0.250 0.016
66.67 0.250 0.016
79.99 0.250 0.016
89.44 33 0.250 0.016
90.00 0.250 0.016
33.33 0.250 0.016
63.92 0.250 0.016
51.11 0.250 0.016
79.99 0.250 0.016
90.00 06 0.250 0.016
72.76 0.250 0.016
63.04 0.250 0.016
65.00 0.250 0.016
32.50 0.250 0.016
90.00 0.250 0.016
75.00 0.250 0.016
89.04 06 0.250 0.016
94.96 13 0.250 0.016
89.99 12 0.250 0.016
75.60 0.250 0.016
75.00 0.250 0.016
70.00 0.250 0.016
79.99 0.250 0.016
80.00 0.250 0.016
23.89 0.250 0.016
80.00 0.250 0.016
90.00 01 0.250 0.016
61.22 0.250 0.016
79.98 0.250 0.016
79.99 0.250 0.016
79.17 0.250 0.016
95.00 13 0.250 0.016
79.99 0.250 0.016
45.24 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
65.15 0.250 0.016
79.04 0.250 0.016
75.68 0.250 0.016
66.63 0.250 0.016
80.00 0.250 0.016
67.91 0.250 0.016
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4552822 LA PLATA MD 20646 SFD 8.500 8.234 $1,845.40 360 1-Dec-26 $239,560.71
4552895 OWINGS MILLS MD 21117 SFD 8.000 7.734 $1,834.41 360 1-Jan-27 $249,663.40
4553052 WEST ORANGE NJ 07052 SFD 9.000 8.734 $2,369.62 360 1-Feb-27 $294,339.13
4553196 PORTLAND OR 97228 SFD 8.000 7.734 $1,812.40 360 1-Jan-27 $246,667.43
4553236 HAILEY ID 83333 LCO 8.750 8.484 $921.07 360 1-Jan-27 $116,944.79
4553340 GARDEN CITY NY 11530 SFD 7.625 7.359 $2,406.50 360 1-Jan-27 $339,505.90
4553358 FAIRFAX VA 22031 SFD 7.750 7.484 $2,109.83 360 1-Jan-27 $294,082.96
4553359 PHILADELPHIA PA 19106 HCO 8.500 8.234 $592.06 360 1-Jan-27 $76,906.37
4553383 LAYTONSVILLE MD 20882 SFD 7.750 7.484 $1,768.11 360 1-Jan-27 $246,450.49
4553544 LAGRANGE IL 60525 SFD 8.125 7.859 $1,880.01 360 1-Jan-27 $252,867.61
4553695 VERO BEACH FL 32963 SFD 8.250 7.984 $2,629.43 360 1-Feb-27 $349,776.82
4553700 FORT WORTH TX 76132 SFD 8.125 7.859 $1,804.27 360 1-Jan-27 $242,681.01
4553786 ROSEVILLE MN 55113 SFD 7.875 7.609 $1,646.27 360 1-Jan-27 $226,736.47
4553986 WATER MILL NY 11976 SFD 8.000 7.734 $3,081.82 360 1-Dec-26 $419,148.90
4553998 IRVINE CA 92620 SFD 7.750 7.484 $2,022.43 360 1-Feb-27 $282,100.76
4554017 WILMINGTON DE 19805 SFD 8.375 8.109 $1,877.38 360 1-Jan-27 $246,691.88
4554251 BEL AIR MD 21015 SFD 7.750 7.484 $2,364.16 360 1-Jan-27 $329,532.68
4554277 MORGANVILLE NJ 07751 SFD 8.250 7.984 $2,629.44 360 1-Jan-27 $349,552.09
4554402 WOODCLIFF NJ 07675 SFD 8.000 7.734 $2,054.54 360 1-Feb-27 $279,812.13
4554573 CARLSBAD CA 92009 SFD 8.000 7.734 $2,045.00 360 1-Jan-27 $278,324.75
4554591 CEDARHURST NY 11516 SFD 7.875 7.609 $2,639.25 360 1-Feb-27 $363,749.50
4554628 TEANECK NJ 07666 SFD 8.125 7.859 $2,494.80 360 1-Feb-27 $335,780.20
4554735 WILTON CT 06897 SFD 7.875 7.609 $1,812.67 360 1-Jan-27 $249,654.79
4555055 SOMERS NY 10541 SFD 8.500 8.234 $2,197.17 360 1-Jan-27 $285,402.57
4555753 WESTON CT 06883 SFD 7.875 7.609 $1,930.50 360 1-Feb-27 $266,066.77
4555758 CARLSBAD CA 92009 SFD 7.875 7.609 $2,870.55 360 1-Feb-27 $395,627.54
4555807 GLEN COVE NY 11560 SFD 8.125 7.859 $2,598.75 360 1-Feb-27 $349,771.04
4555832 ROCKY HILL NJ 08553 SFD 7.500 7.234 $1,734.05 360 1-Jan-27 $247,630.74
4555839 WHITEWOOD SD 57793 SFD 8.000 7.734 $1,650.97 360 1-Jan-27 $224,697.05
4555846 DELMAR NY 12054 SFD 7.875 7.609 $3,480.33 360 1-Jan-27 $479,337.17
4555859 CHAPPAQUA NY 10514 SFD 8.250 7.984 $2,332.69 360 1-Feb-27 $310,302.00
4555863 FAIRFAX VA 22031 SFD 8.375 8.109 $2,170.01 360 1-Jan-27 $285,143.85
4555866 RYE NY 10580 SFD 7.875 7.609 $3,589.10 360 1-Feb-27 $494,659.34
4556190 PHOENIX MD 21131 SFD 7.875 7.609 $1,957.69 360 1-Jan-27 $269,618.92
4556301 RIDGEWOOD VILLAGE NJ 07450 SFD 8.000 7.734 $3,169.87 360 1-Feb-27 $431,610.13
4556354 BOCA RATON FL 33496 SFD 8.000 7.734 $2,568.18 360 1-Dec-26 $349,290.75
4556453 BIRMINGHAM AL 35243 SFD 7.875 7.609 $1,577.03 360 1-Jan-27 $217,199.65
4556458 TAPPAN NY 10983 SFD 8.625 8.359 $1,095.13 360 1-Jan-27 $140,482.60
4556496 BRENTWOOD TN 37027 SFD 7.875 7.609 $1,602.41 360 1-Jan-27 $220,694.81
4556502 DALLAS TX 75230 SFD 8.375 8.109 $1,444.14 360 1-Jan-27 $189,762.98
4556766 PAOLI PA 19301 SFD 8.000 7.734 $2,020.06 360 1-Feb-27 $275,115.27
4556813 MAGNOLIA TX 77355 SFD 8.250 7.984 $2,103.55 360 1-Feb-27 $279,821.45
4556905 VOORHEES NJ 08043 SFD 8.000 7.734 $2,193.96 360 1-Jan-27 $298,597.42
4556921 YONKERS NY 10704 SFD 8.500 8.234 $1,833.86 360 1-Jan-27 $238,210.01
4556922 STERLING VA 20165 SFD 8.000 7.734 $1,863.76 360 1-Dec-26 $253,485.30
4556936 MT KISCO NY 10549 SFD 8.000 7.734 $2,714.93 360 1-Feb-27 $369,751.74
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
80.00 0.250 0.016
66.49 0.250 0.016
95.00 0.250 0.016
56.99 0.250 0.016
80.00 0.250 0.016
79.07 0.250 0.016
80.00 0.250 0.016
70.00 0.250 0.016
69.99 0.250 0.016
80.00 0.250 0.016
59.32 0.250 0.016
90.00 12 0.250 0.016
95.00 11 0.250 0.016
80.00 0.250 0.016
79.99 0.250 0.016
95.00 01 0.250 0.016
71.74 0.250 0.016
80.00 0.250 0.016
53.85 0.250 0.016
74.64 0.250 0.016
85.65 06 0.250 0.016
80.00 0.250 0.016
50.51 0.250 0.016
90.00 01 0.250 0.016
74.87 0.250 0.016
89.10 13 0.250 0.016
60.87 0.250 0.016
80.00 0.250 0.016
75.00 0.250 0.016
80.00 0.250 0.016
90.00 06 0.250 0.016
79.99 0.250 0.016
75.00 0.250 0.016
61.36 0.250 0.016
80.00 0.250 0.016
68.76 0.250 0.016
57.24 0.250 0.016
80.00 0.250 0.016
94.44 01 0.250 0.016
80.00 0.250 0.016
66.34 0.250 0.016
74.67 0.250 0.016
78.68 0.250 0.016
90.00 01 0.250 0.016
79.99 0.250 0.016
71.22 0.250 0.016
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4556938 LAYTON UT 84040 SFD 8.125 7.859 $2,247.91 360 1-Feb-27 $302,551.96
4556964 EASTON CT 06612 SFD 8.625 8.359 $2,333.37 360 1-Feb-27 $299,822.88
4557103 NORFOLK VA 23508 SFD 7.750 7.484 $2,149.24 360 1-Feb-27 $299,788.26
4557434 LITHIA FL 33547 SFD 7.875 7.609 $1,720.95 360 1-Jan-27 $236,820.92
4557535 FOLSOM CA 95630 SFD 7.875 7.609 $1,887.72 360 1-Jan-27 $259,990.48
4557600 HUNTINGTON NY 11743 SFD 8.250 7.984 $2,034.05 360 1-Feb-27 $270,577.36
4557675 BERNARDS NJ 07920 SFD 8.250 7.984 $2,599.38 360 1-Feb-27 $345,779.37
4557684 MANHATTAN BEACH CA 90266 SFD 7.750 7.484 $2,579.09 360 1-Feb-27 $359,745.91
4557686 MAKAWAO HI 96768 SFD 7.625 7.359 $2,923.19 360 1-Feb-27 $412,701.08
4557953 GARDEN CITY NY 11530 SFD 8.375 8.109 $2,532.94 360 1-Feb-27 $333,042.87
4558031 BEDFORD NY 10506 SFD 7.875 7.609 $5,438.02 360 1-Feb-27 $749,483.86
4558050 BRIARCLIFF MANOR NY 10510 SFD 7.875 7.609 $2,349.22 360 1-Feb-27 $322,977.03
4558061 SPARTA NJ 07871 SFD 7.875 7.609 $1,942.83 360 1-Feb-27 $267,765.59
4558097 SCOTTSDALE AZ 85255 SFD 8.000 7.734 $2,729.61 360 1-Jan-27 $371,499.12
4558212 BLOOMFIELD HILLS MI 48301 SFD 7.750 7.484 $2,865.65 360 1-Feb-27 $399,717.68
4558222 YARDLEY PA 19067 SFD 7.875 7.609 $2,168.69 360 1-Feb-27 $298,894.15
4558358 DALY CITY CA 94015 SFD 7.875 7.609 $1,740.17 360 1-Jan-27 $239,668.58
4558397 ENCINITAS CA 92024 SFD 7.625 7.359 $2,236.63 360 1-Feb-27 $315,771.29
4558416 ST GEORGE UT 84790 SFD 7.875 7.609 $725.07 360 1-Jan-27 $99,861.91
4558445 CHALFONT PA 18914 SFD 7.500 7.234 $1,887.18 360 1-Jan-27 $269,498.14
4558466 MANHASSET NY 11030 SFD 8.125 7.859 $2,405.70 360 1-Feb-27 $323,788.05
4558485 SANTA MARIA CA 93455 SFD 8.000 7.734 $2,329.71 360 1-Feb-27 $317,286.96
4558523 WOODSTOCK GA 30188 SFD 7.875 7.609 $2,537.75 360 1-Feb-27 $349,759.13
4558529 PIEDMONT CA 94611 SFD 7.750 7.484 $2,005.96 360 1-Feb-27 $279,802.37
4558688 FAIRFAX VA 22030 SFD 7.875 7.609 $1,015.10 360 1-Jan-27 $139,405.36
4558845 NIPOMO CA 93444 SFD 7.625 7.359 $4,600.66 360 1-Feb-27 $649,529.55
4558874 ANDOVER MA 01810 SFD 7.875 7.609 $2,624.76 360 1-Feb-27 $361,750.87
4559000 IRVINE CA 92620 SFD 7.750 7.484 $2,836.28 360 1-Jan-27 $395,339.35
4559022 HOPKINTON MA 01748 SFD 7.875 7.609 $2,385.48 360 1-Jan-27 $328,545.69
4559179 OAKLAND CA 94611 SFD 8.250 7.984 $2,644.46 360 1-Feb-27 $351,775.54
4559210 HARWOOD MD 20776 SFD 8.000 7.734 $2,302.93 360 1-Jan-27 $313,427.41
4559245 CROSS RIVER NY 10518 LCO 8.500 8.234 $1,045.72 360 1-Jan-27 $135,834.65
4559330 DARNESTOWN MD 20874 SFD 8.000 7.734 $3,468.51 360 1-Jan-27 $472,063.54
4559335 MEDFORD NJ 08055 SFD 7.500 7.234 $2,125.62 360 1-Jan-27 $303,547.35
4559357 CARMEL IN 46032 SFD 8.250 7.984 $1,793.81 355 1-Aug-26 $237,683.80
4559362 POQUOSON VA 23662 SFD 8.125 7.859 $2,079.00 360 1-Jan-27 $279,632.43
4559590 ST JAMES NY 11780 SFD 7.875 7.609 $1,015.10 360 1-Jan-27 $139,806.67
4559598 TENAFLY NJ 07670 SFD 7.875 7.609 $1,859.80 360 1-Jan-27 $256,145.81
4559615 WASHINGTON DC 20036 SFD 7.875 7.609 $2,424.64 360 1-Jan-27 $333,938.21
4559636 MASSAPEQUA NY 11758 SFD 8.375 8.109 $3,032.69 360 1-Jan-27 $398,502.27
4559656 SANTA BARBARA CA 93108 SFD 8.000 7.734 $4,248.50 360 1-Feb-27 $578,611.50
4559793 GOLDEN CO 80403 SFD 7.875 7.609 $2,377.07 240 1-Jan-17 $285,857.53
4559853 ALPHARETTA GA 30201 SFD 8.500 8.234 $2,691.20 360 1-Jan-27 $349,574.43
4559871 KINNELON NJ 07405 SFD 7.375 7.109 $1,975.34 360 1-Feb-27 $285,782.37
4559917 RYE NY 10580 SFD 7.625 7.359 $2,264.94 360 1-Feb-27 $319,768.39
4559926 LOS ANGELES CA 90036 MF2 8.000 7.734 $2,230.65 360 1-Feb-27 $303,796.02
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
88.78 17 0.250 0.016
92.74 0.250 0.016
75.00 0.250 0.016
80.00 0.250 0.016
92.98 13 0.250 0.016
95.00 17 0.250 0.016
78.64 0.250 0.016
68.18 0.250 0.016
54.13 0.250 0.016
86.95 17 0.250 0.016
62.89 0.250 0.016
80.00 0.250 0.016
73.41 0.250 0.016
70.86 0.250 0.016
88.89 33 0.250 0.016
79.76 0.250 0.016
87.27 06 0.250 0.016
80.00 0.250 0.016
46.51 0.250 0.016
90.00 17 0.250 0.016
90.00 0.250 0.016
73.84 0.250 0.016
75.43 0.250 0.016
80.00 0.250 0.016
58.33 0.250 0.016
59.09 0.250 0.016
80.00 0.250 0.016
89.99 17 0.250 0.016
62.08 0.250 0.016
85.85 0.250 0.016
75.99 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
79.98 0.250 0.016
77.78 0.250 0.016
62.22 0.250 0.016
90.00 12 0.250 0.016
80.00 0.250 0.016
85.81 13 0.250 0.016
68.12 0.250 0.016
71.71 0.250 0.016
89.90 13 0.250 0.016
75.26 0.250 0.016
80.00 0.250 0.016
78.96 0.250 0.016
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4560012 BRONXVILLE NY 10708 SFD 7.625 7.359 $2,022.88 360 1-Feb-27 $285,593.14
4560091 SANIBEL FL 33957 SFD 7.875 7.609 $4,350.42 360 1-Feb-27 $599,587.08
4560208 ALEXANDRIA VA 22315 SFD 7.750 7.484 $1,826.85 360 1-Jan-27 $254,638.89
4560226 SAN DIEGO CA 92107 SFD 7.875 7.609 $2,141.13 360 1-Feb-27 $295,096.78
4560261 SCOTTSDALE AZ 85259 SFD 8.125 7.859 $1,268.56 360 1-Jan-27 $170,625.72
4560312 GREENWOOD IN 46143 SFD 8.250 7.984 $2,129.84 360 1-Jan-27 $283,137.19
4560338 TOPANGA CA 90290 SFD 8.000 7.734 $2,011.95 360 1-Jan-27 $273,825.81
4560357 DUBLIN OH 43017 SFD 7.875 7.609 $2,073.70 360 1-Feb-27 $285,803.18
4560458 BERKELEY CA 94708 SFD 8.250 7.984 $2,156.14 360 1-Feb-27 $286,816.99
4560479 THOUSAND OAKS CA 91320 SFD 7.625 7.359 $1,465.13 360 1-Jan-27 $206,699.42
4560481 SEATTLE WA 98199 SFD 7.750 7.484 $2,199.39 360 1-Feb-27 $306,783.32
4560547 NORCROSS GA 30092 SFD 8.250 7.984 $1,596.07 360 1-Jan-27 $212,178.12
4560579 LAKE QUIVERA KS 66106 SFD 7.780 7.514 $2,327.90 360 1-Jan-27 $323,543.93
4560659 SAN JOSE CA 95129 SFD 7.750 7.484 $2,256.70 360 1-Feb-27 $314,777.67
4560700 TUCSON AZ 85746 SFD 8.250 7.984 $576.98 360 1-Jan-27 $76,395.60
4560729 NORCO CA 91760 SFD 7.875 7.609 $1,957.69 360 1-Feb-27 $269,814.19
4560807 IRVINE CA 92620 SFD 7.750 7.484 $2,004.16 360 1-Feb-27 $279,552.56
4560810 MADISON GA 30650 SFD 7.625 7.359 $3,515.97 360 1-Jan-27 $496,028.65
4560842 SAYVILLE NY 11782 SFD 7.750 7.484 $2,077.60 360 1-Feb-27 $289,795.32
4560873 CRANBURY NJ 08512 SFD 8.125 7.859 $2,247.92 360 1-Feb-27 $302,551.95
4560908 ATLANTA GA 30327 SFD 7.750 7.484 $2,973.11 360 1-Jan-27 $414,412.31
4560919 VIRGINIA BEACH VA 23451 SFD 7.750 7.484 $2,672.58 360 1-Feb-27 $372,786.70
4560946 SEATTLE WA 98115 SFD 8.000 7.734 $1,836.61 360 1-Jan-27 $249,963.00
4561001 CANTON MA 02021 SFD 7.875 7.609 $2,900.28 360 1-Jan-27 $399,447.63
4561002 FAIRFAX VA 22032 SFD 8.125 7.859 $1,900.80 360 1-Jan-27 $255,663.93
4561014 CARBONDALE CO 81623 SFD 7.750 7.484 $2,478.79 360 1-Feb-27 $345,755.79
4561022 KNOXVILLE TN 37922 SFD 7.750 7.484 $2,202.97 360 1-Feb-27 $307,282.97
4561122 SAN ANTONIO TX 78212 SFD 8.125 7.859 $2,966.28 360 1-Jan-27 $398,975.57
4561173 FT. LAUDERDALE FL 33332 SFD 7.750 7.484 $2,951.62 360 1-Jan-27 $411,416.56
4561241 BELLEVUE WA 98004 SFD 7.625 7.359 $1,988.91 360 1-Feb-27 $280,796.61
4561252 LONGMONT CO 80503 SFD 8.000 7.734 $2,792.34 360 1-Jan-27 $380,037.62
4561322 CINCINNATI OH 45248 SFD 8.125 7.859 $2,044.47 360 1-Feb-27 $275,169.88
4561323 SOUTHLAKE TX 76092 SFD 8.125 7.859 $2,071.57 360 1-Feb-27 $278,817.49
4561343 GERMANTOWN TN 38139 SFD 7.875 7.609 $1,962.04 360 1-Feb-27 $270,413.77
4561351 HAMILTON MA 01936 SFD 8.125 7.859 $1,630.53 360 1-Jan-27 $219,216.48
4561355 MISSOURI CITY TX 77459 SFD 7.250 6.984 $1,637.23 360 1-Jan-27 $239,624.41
4561358 PHILADELPHIA PA 19115 LCO 9.000 8.734 $579.33 360 1-Jan-27 $71,921.05
4561371 ATLANTA GA 30327 SFD 8.250 7.984 $2,238.77 360 1-Jan-27 $297,618.65
4561406 OLD HICKORY TN 37138 SFD 7.875 7.609 $1,943.19 360 1-Feb-27 $267,815.56
4561469 DAYTONA BEACH FL 32118 SFD 7.875 7.609 $4,141.96 360 1-Feb-27 $570,856.87
4561516 WAYLAND MA 01778 SFD 8.125 7.859 $3,140.77 360 1-Feb-27 $422,723.29
4561522 CLAYTON GA 30525 SFD 8.250 7.984 $1,502.54 360 1-Jan-27 $199,744.04
4561526 HUNTINGTON BEACH CA 92648 SFD 8.125 7.859 $4,336.19 360 1-Feb-27 $583,617.98
4561555 SUPERIOR CO 80027 SFD 7.875 7.609 $2,082.40 360 1-Jan-27 $286,803.40
4561659 PORTLAND OR 97236 SFD 7.750 7.484 $1,977.30 360 1-Feb-27 $275,805.20
4561717 STREET MD 21154 SFD 7.750 7.484 $1,751.99 360 1-Jan-27 $244,203.67
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
80.00 0.250 0.016
69.77 0.250 0.016
73.35 0.250 0.016
77.71 0.250 0.016
79.98 0.250 0.016
90.00 06 0.250 0.016
89.90 11 0.250 0.016
79.33 0.250 0.016
74.55 0.250 0.016
78.26 0.250 0.016
63.69 0.250 0.016
79.99 0.250 0.016
79.02 0.250 0.016
68.48 0.250 0.016
80.00 0.250 0.016
83.08 33 0.250 0.016
85.00 11 0.250 0.016
74.70 0.250 0.016
68.24 0.250 0.016
77.63 0.250 0.016
62.41 0.250 0.016
89.99 33 0.250 0.016
78.71 0.250 0.016
72.73 0.250 0.016
78.53 0.250 0.016
67.84 0.250 0.016
75.00 0.250 0.016
86.85 01 0.250 0.016
78.03 0.250 0.016
63.86 0.250 0.016
89.99 12 0.250 0.016
95.00 12 0.250 0.016
94.84 12 0.250 0.016
74.14 0.250 0.016
90.00 33 0.250 0.016
76.19 0.250 0.016
80.00 0.250 0.016
76.41 0.250 0.016
80.00 0.250 0.016
71.86 0.250 0.016
56.40 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
90.00 06 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4561738 MADISON NJ 07940 SFD 8.000 7.734 $2,274.68 360 1-Feb-27 $309,791.99
4561828 MALIBU CA 90265 SFD 7.875 7.609 $3,081.55 360 1-Feb-27 $424,707.51
4561834 LOS ANGELES CA 90036 SFD 8.000 7.734 $2,193.59 360 1-Feb-27 $298,749.41
4561851 ARLINGTON WA 98223 SFD 7.750 7.484 $1,834.02 360 1-Jan-27 $255,637.46
4561862 HUDSONVILLE MI 49426 SFD 8.500 8.234 $1,845.39 360 1-Jan-27 $239,708.19
4561864 COPPELL TX 75019 SFD 7.750 7.484 $2,034.61 360 1-Jan-27 $283,597.82
4561940 VILLA PARK CA 92861 SFD 7.875 7.609 $2,871.28 360 1-Feb-27 $395,727.47
4562031 SIMI VALLEY CA 93063 SFD 8.125 7.859 $2,004.75 360 1-Feb-27 $269,823.37
4562066 MISSION VIEJO CA 92691 SFD 7.625 7.359 $1,889.81 360 1-Feb-27 $266,789.81
4562067 MECHANICSBURG PA 17055 SFD 8.250 7.984 $2,629.44 360 1-Jan-27 $349,552.09
4562117 LOS ALTOS HILLS CA 94022 SFD 7.750 7.484 $4,524.15 360 1-Feb-27 $631,054.29
4562277 GREENWICH CT 06830 SFD 7.875 7.609 $2,537.75 360 1-Feb-27 $349,659.13
4562290 PACIFIC PALISADES CA 90272 SFD 7.875 7.609 $2,102.71 360 1-Feb-27 $289,800.42
4562369 TOWN AND COUNTRY MO 63017 SFD 7.875 7.609 $3,589.10 360 1-Feb-27 $494,659.34
4562379 ROLLING HILLS ESTATE CA 90274 SFD 7.875 7.609 $3,444.08 360 1-Feb-27 $471,338.01
4562407 WINDSOR VT 05089 SFD 8.250 7.984 $3,434.80 360 1-Feb-27 $456,908.45
4562418 SAN MATEO CA 94402 SFD 8.000 7.734 $3,668.83 360 1-Feb-27 $499,664.50
4562630 DULUTH GA 30136 SFD 7.750 7.484 $2,149.24 360 1-Jan-27 $299,575.15
4562634 WEST MOUNTAIN UT 84651 SFD 8.125 7.859 $2,032.59 360 1-Jan-27 $273,390.64
4562657 LONG VALLEY NJ 07853 SFD 8.625 8.359 $2,566.71 360 1-Feb-27 $329,805.17
4562662 LAS VEGAS NV 89129 SFD 7.750 7.484 $1,669.24 360 1-Jan-27 $232,570.37
4562670 BELLEAIR FL 34616 SFD 7.875 7.609 $1,937.39 360 1-Feb-27 $266,581.46
4562696 DANVILLE CA 94506 PUD 8.125 7.859 $2,301.75 360 1-Feb-27 $309,797.21
4562746 PRINCE FREDERICK MD 20678 SFD 7.875 7.609 $1,985.24 360 1-Feb-27 $273,611.57
4562778 SUWANEE GA 30174 SFD 7.875 7.609 $1,757.57 360 1-Jan-27 $242,065.27
4562779 LOS ANGELES CA 90035 SFD 8.000 7.734 $3,668.83 360 1-Feb-27 $499,664.50
4562863 OAKTON VA 22124 SFD 7.625 7.359 $1,725.25 360 1-Jan-27 $243,396.04
4562868 SACRAMENTO CA 95864 SFD 8.125 7.859 $2,450.24 360 1-Jan-27 $328,411.07
4562899 SARATOGA CA 95070 SFD 8.250 7.984 $2,629.43 360 1-Feb-27 $349,776.82
4562909 TUCSON AZ 85749 SFD 7.875 7.609 $2,563.12 360 1-Jan-27 $353,011.86
4562916 TUCSON AZ 85749 PUD 8.000 7.734 $2,218.91 360 1-Feb-27 $302,197.09
4562917 TUCSON AZ 85718 PUD 7.875 7.609 $1,940.29 360 1-Feb-27 $267,415.84
4562938 FAIRFIELD CT 06430 SFD 7.250 6.984 $1,582.65 360 1-Dec-26 $231,453.76
4562996 MURPHYS CA 95247 SFD 8.375 8.109 $3,040.29 360 1-Feb-27 $399,751.38
4563112 WESTPORT CT 06880 SFD 7.625 7.359 $2,406.50 360 1-Feb-27 $339,753.92
4563144 CHICAGO IL 60646 SFD 8.000 7.734 $2,531.49 360 1-Feb-27 $344,768.51
4563195 PHOENIX AZ 85018 PUD 7.875 7.609 $3,148.62 360 1-Jan-27 $433,650.33
4563199 FORT COLLINS CO 80525 PUD 7.750 7.484 $1,791.04 360 1-Jan-27 $249,645.95
4563206 LACANADA-FLINTRIDGE CA 91011 SFD 8.250 7.984 $3,621.11 360 1-Jan-27 $479,774.30
4563217 IRVINE CA 92620 PUD 7.500 7.234 $1,843.83 360 1-Jan-27 $263,307.37
4563221 IRVINE CA 92620 SFD 7.750 7.484 $2,039.63 360 1-Feb-27 $284,499.06
4563222 FRAMINGHAM MA 01701 SFD 8.375 8.109 $2,325.82 360 1-Dec-26 $305,425.42
4563229 CORPUS CHRISTI TX 78404 SFD 8.000 7.734 $2,034.00 360 1-Jan-27 $276,826.76
4563261 VIENNA VA 22182 SFD 7.625 7.359 $2,264.94 360 1-Feb-27 $319,768.39
4563264 MILL CREEK WA 98012 SFD 7.875 7.609 $3,306.32 360 1-Jan-27 $455,370.30
4563308 SUGAR LAND TX 77479 SFD 7.875 7.609 $3,625.35 360 1-Feb-27 $499,655.90
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
48.82 0.250 0.016
68.00 0.250 0.016
79.93 0.250 0.016
67.37 0.250 0.016
66.67 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
90.00 33 0.250 0.016
78.53 0.250 0.016
66.67 0.250 0.016
69.99 0.250 0.016
51.85 0.250 0.016
41.43 0.250 0.016
79.76 0.250 0.016
76.00 0.250 0.016
90.00 33 0.250 0.016
65.79 0.250 0.016
78.95 0.250 0.016
75.00 0.250 0.016
73.33 0.250 0.016
90.00 06 0.250 0.016
80.00 0.250 0.016
77.50 0.250 0.016
75.64 0.250 0.016
94.90 13 0.250 0.016
74.07 0.250 0.016
75.00 0.250 0.016
69.92 0.250 0.016
25.93 0.250 0.016
70.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
75.00 0.250 0.016
78.95 0.250 0.016
64.10 0.250 0.016
74.15 0.250 0.016
79.99 0.250 0.016
80.00 0.250 0.016
90.00 01 0.250 0.016
90.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
78.13 0.250 0.016
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4563349 SIMI VALLEY CA 93065 SFD 8.000 7.734 $2,766.30 360 1-Feb-27 $376,747.03
4563396 NORFOLK VA 23503 SFD 7.375 7.109 $1,933.90 360 1-Feb-27 $279,786.93
4563412 WEST NEWTON MA 02165 SFD 7.500 7.234 $2,724.14 360 1-Feb-27 $389,310.86
4563431 MANHATTAN BEACH CA 90266 SFD 8.000 7.734 $5,870.12 360 1-Feb-27 $799,463.21
4563453 OAKLAND CA 94602 SFD 7.625 7.359 $1,698.71 360 1-Jan-27 $239,651.48
4563521 CARLSBAD CA 92009 SFD 7.750 7.484 $2,142.08 360 1-Feb-27 $298,788.96
4563551 BEVERLY HILLS CA 90211 SFD 8.250 7.984 $2,426.60 360 1-Feb-27 $322,794.03
4563574 SALT LAKE CITY UT 84121 SFD 7.875 7.609 $1,966.39 360 1-Jan-27 $270,825.50
4563596 SAN DIEGO CA 92127 PUD 8.250 7.984 $2,049.46 360 1-Feb-27 $272,626.04
4563599 SANTA ROSA CA 95405 SFD 7.750 7.484 $1,776.71 360 1-Jan-27 $247,648.79
4563600 KIRKLAND WA 98034 SFD 7.875 7.609 $2,537.75 360 1-Feb-27 $349,759.13
4563637 MIAMI FL 33183 SFD 8.250 7.984 $1,922.50 360 1-Jan-27 $254,368.39
4563643 WASHINGTON DC 20015 SFD 8.625 8.359 $2,401.31 240 1-Feb-17 $273,769.50
4563649 CHARLESTON SC 29407 SFD 7.875 7.609 $2,175.21 360 1-Jan-27 $299,585.73
4563688 NEW ROCHELLE NY 10804 SFD 8.000 7.734 $3,199.22 360 1-Feb-27 $435,707.45
4563692 CINCINNATI OH 45241 SFD 8.625 8.359 $2,638.27 360 1-Feb-27 $338,999.73
4563718 LOS ANGELES CA 90035 SFD 7.750 7.484 $2,292.52 360 1-Feb-27 $319,774.15
4563755 WAYNE NJ 07470 PUD 7.875 7.609 $1,446.52 360 1-Jan-27 $199,224.50
4563763 RAMSEY MN 55303 SFD 7.750 7.484 $2,149.24 360 1-Feb-27 $299,788.26
4563782 LAKE OSWEGO OR 97035 PUD 7.875 7.609 $1,780.05 360 1-Jan-27 $245,160.97
4563856 WESTON MA 02193 SFD 7.875 7.609 $3,603.59 360 1-Jan-27 $496,313.71
4563865 HASTINGS-ON-HUDSON NY 10706 SFD 8.375 8.109 $3,006.47 360 1-Feb-27 $395,304.14
4563901 LOS ANGELES CA 90035 SFD 7.875 7.609 $2,784.27 360 1-Feb-27 $383,735.73
4563924 MENLO PARK CA 94025 SFD 8.250 7.984 $5,634.50 360 1-Feb-27 $749,521.75
4564016 JACKSON HEIGHTS NY 11370 SFD 8.750 8.484 $1,359.42 360 1-Jan-27 $172,600.44
4564091 FORT LAUDERDALE FL 33327 SFD 8.000 7.734 $2,274.68 360 1-Feb-27 $309,791.99
4564223 SACRAMENTO CA 95864 SFD 8.250 7.984 $2,354.68 353 1-May-26 $291,461.64
4564231 ASHBURN VA 20147 SFD 7.875 7.609 $1,876.48 360 1-Jan-27 $258,442.63
4564257 VACAVILLE CA 95688 SFD 8.375 8.109 $1,757.67 360 1-Jan-27 $230,961.52
4564262 LAFAYETTE CA 94549 SFD 8.000 7.734 $2,494.80 360 1-Feb-27 $339,771.87
4564277 TAMPA FL 33618 SFD 7.875 7.609 $2,320.23 360 1-Feb-27 $319,779.77
4564296 DALY CITY CA 94015 SFD 8.375 8.109 $1,877.38 360 1-Jan-27 $246,691.88
4564297 PEBBLE BEACH CA 93953 SFD 7.750 7.484 $2,507.45 360 1-Feb-27 $349,252.97
4564299 LAKE FOREST IL 60045 SFD 8.000 7.734 $4,769.47 360 1-Feb-27 $649,563.86
4564365 HERNDON VA 20170 SFD 7.625 7.359 $1,911.04 360 1-Jan-27 $269,607.93
4564367 FAIRFAX VA 22033 SFD 7.500 7.234 $1,660.63 360 1-Jan-27 $237,146.39
4564408 DELRAY BEACH FL 33446 SFD 7.875 7.609 $3,444.08 360 1-Feb-27 $474,673.11
4564453 GREAT FALLS VA 22066 SFD 8.125 7.859 $2,435.39 360 1-Jan-27 $327,569.44
4564460 SAN MATEO CA 94402 SFD 7.625 7.359 $3,538.97 360 1-Feb-27 $499,638.11
4564571 PLANO TX 75093 SFD 8.125 7.859 $1,661.71 360 1-Jan-27 $223,506.22
4564633 REDONDO BEACH CA 90278 LCO 8.000 7.734 $1,714.07 360 1-Jan-27 $233,285.49
4564663 HACIENDA HEIGHTS CA 91745 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,688.44
4564759 SARATOGA CA 95070 SFD 9.250 8.984 $0.00 360 1-Feb-27 $423,780.18
4564780 CAMARILLO CA 93012 PUD 7.875 7.609 $2,610.25 360 1-Feb-27 $359,752.25
4564920 ALEXANDRIA VA 22309 SFD 7.875 7.609 $1,925.06 360 1-Jan-27 $265,133.37
4565006 SCOTTSDALE AZ 85259 PUD 8.000 7.734 $2,566.71 360 1-Jan-27 $349,285.24
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
79.37 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
59.26 0.250 0.016
83.04 12 0.250 0.016
77.06 0.250 0.016
76.00 0.250 0.016
80.00 0.250 0.016
83.94 33 0.250 0.016
67.03 0.250 0.016
55.12 0.250 0.016
79.99 0.250 0.016
79.48 0.250 0.016
75.00 0.250 0.016
80.00 0.250 0.016
79.81 0.250 0.016
69.57 0.250 0.016
67.97 0.250 0.016
80.00 0.250 0.016
77.95 0.250 0.016
55.84 0.250 0.016
90.00 0.250 0.016
80.00 0.250 0.016
61.22 0.250 0.016
80.00 0.250 0.016
74.34 0.250 0.016
80.00 0.250 0.016
79.63 0.250 0.016
89.98 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
95.00 12 0.250 0.016
59.83 0.250 0.016
66.67 0.250 0.016
80.00 0.250 0.016
76.61 0.250 0.016
55.78 0.250 0.016
80.00 0.250 0.016
50.05 0.250 0.016
75.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
90.00 13 0.250 0.016
63.60 0.250 0.016
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4565007 LIVERMORE CA 94550 SFD 7.750 7.484 $2,779.68 360 1-Feb-27 $387,655.79
4565031 PACIFIC PALISADES CA 90272 SFD 7.625 7.359 $2,123.39 360 1-Feb-27 $299,782.86
4565129 SUNNYVALE CA 94087 SFD 8.125 7.859 $2,165.49 360 1-Feb-27 $291,459.22
4565142 LOS ANGELES CA 90064 SFD 7.875 7.609 $2,827.78 360 1-Feb-27 $389,731.60
4565265 SAN FRANCISCO CA 94117 MF2 7.750 7.484 $2,077.60 360 1-Feb-27 $289,795.32
4565273 TENAFLY NJ 07670 SFD 8.250 7.984 $2,464.16 360 1-Feb-27 $327,790.84
4565340 GREENWOOD IN 46143 SFD 8.500 8.234 $3,033.36 360 1-Jan-27 $394,020.34
4565385 SEATTLE WA 98118 SFD 8.000 7.734 $2,348.05 360 1-Jan-27 $319,569.14
4565501 SAN JOSE CA 95126 SFD 8.125 7.859 $2,720.51 360 1-Feb-27 $365,860.32
4565552 CUPERTINO CA 95014 SFD 8.875 8.609 $3,326.80 360 1-Feb-27 $417,890.58
4565637 CARLSBAD CA 92009 SFD 8.000 7.734 $1,834.41 360 1-Jan-27 $249,663.40
4565679 EL DORADO HILLS CA 95762 SFD 7.750 7.484 $2,291.81 360 1-Feb-27 $319,674.21
4565694 COLORADO SPRINGS CO 80906 SFD 8.375 8.109 $380.04 360 1-Jan-27 $49,937.62
4565705 ISSAQUAH WA 98029 SFD 8.000 7.734 $1,761.03 360 1-Jan-27 $239,676.87
4565745 NEW ORLEANS LA 70124 SFD 8.125 7.859 $2,227.50 360 1-Feb-27 $299,803.75
4565814 ANCHORAGE AK 99508 SFD 8.250 7.984 $3,485.88 360 1-Jan-27 $463,406.21
4565880 SCOTTSDALE AZ 85259 SFD 7.750 7.484 $2,657.89 360 1-Jan-27 $370,474.62
4565911 MONUMENT CO 80132 SFD 8.000 7.734 $2,083.90 360 1-Feb-27 $283,809.43
4565987 KINGS POINT NY 11024 SFD 8.000 7.734 $3,191.88 360 1-Feb-27 $434,708.12
4566073 REDLANDS CA 92373 SFD 7.875 7.609 $1,637.93 360 1-Jan-27 $225,489.53
4566322 FALLS CHURCH VA 22043 SFD 8.250 7.984 $2,197.45 360 1-Jan-27 $292,125.70
4566363 ST. PAUL MN 55102 SFD 8.125 7.859 $582.12 360 1-Jan-27 $78,297.09
4566417 NAPLES FL 33964 SFD 7.875 7.609 $620.66 360 1-Jan-27 $85,481.79
4566458 NEWTON MA 02168 SFD 7.875 7.609 $4,132.90 360 1-Feb-27 $569,607.73
4566571 DRAPER UT 84020 SFD 8.500 8.234 $2,005.33 360 1-Jan-27 $260,482.89
4566600 WEST TISBURY MA 02575 SFD 7.375 7.109 $1,813.02 360 1-Jan-27 $262,099.30
4566766 SAN JUAN CAPISTRANO CA 92675 SFD 8.125 7.859 $2,598.75 360 1-Feb-27 $349,771.04
4566924 LOS GATOS CA 95030 SFD 7.750 7.484 $2,256.70 360 1-Feb-27 $314,777.67
4567317 HALF MOON BAY CA 94019 SFD 8.000 7.734 $2,285.68 360 1-Feb-27 $311,290.99
4567362 ORANGE CA 92667 SFD 8.500 8.234 $3,014.14 360 1-Feb-27 $391,762.53
4567363 SAN FRANCISCO CA 94107 LCO 8.125 7.859 $1,995.83 360 1-Feb-27 $268,624.17
4567475 WESTPORT CT 06880 SFD 8.250 7.984 $3,121.52 360 1-Feb-27 $415,235.04
4567551 NORTHRIDGE AREA CA 91326 SFD 8.250 7.984 $1,818.07 360 1-Jan-27 $241,690.30
4567608 LOPEZ ISLAND WA 98261 SFD 8.000 7.734 $3,386.32 360 1-Jan-27 $460,878.63
4567710 LOS ANGELES CA 90049 LCO 8.375 8.109 $2,280.22 360 1-Feb-27 $299,813.53
4567729 ANAHEIM CA 92808 PUD 8.000 7.734 $2,113.25 360 1-Feb-27 $287,806.75
4567756 TACOMA WA 98422 SFD 8.625 8.359 $1,622.47 360 1-Jan-27 $208,352.81
4567790 PORTLAND OR 97229 SFD 7.500 7.234 $2,399.71 360 1-Feb-27 $342,945.29
4567791 YORBA LINDA CA 92686 SFD 8.000 7.734 $1,900.46 360 1-Jan-27 $258,651.26
4567932 VIENNA VA 22182 SFD 7.375 7.109 $2,806.56 360 1-Feb-27 $406,040.80
4567943 CENTERVILLE UT 84014 SFD 8.000 7.734 $2,091.23 360 1-Feb-27 $284,808.77
4567979 DENVER CO 80223 SFD 8.375 8.109 $498.61 360 1-Jan-27 $65,518.17
4568089 ENCINITAS CA 92007 SFD 8.125 7.859 $2,969.99 360 1-Jan-27 $399,474.92
4568109 SAN FRANCISCO CA 94116 SFD 8.375 8.109 $532.06 360 1-Jan-27 $69,912.67
4568121 MILTON WA 98354 SFD 8.375 8.109 $2,295.42 360 1-Jan-27 $301,623.27
4568134 CASTLE ROCK CO 80104 SFD 8.250 7.984 $2,253.80 360 1-Jan-27 $299,616.08
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
80.00 0.250 0.016
48.00 0.250 0.016
95.00 11 0.250 0.016
62.40 0.250 0.016
69.21 0.250 0.016
74.55 0.250 0.016
80.00 0.250 0.016
79.01 0.250 0.016
80.00 0.250 0.016
75.00 0.250 0.016
59.23 0.250 0.016
79.99 0.250 0.016
76.92 0.250 0.016
70.59 0.250 0.016
75.00 0.250 0.016
68.74 0.250 0.016
79.96 0.250 0.016
80.00 0.250 0.016
74.36 0.250 0.016
90.00 12 0.250 0.016
75.00 0.250 0.016
80.00 0.250 0.016
78.53 0.250 0.016
75.00 0.250 0.016
80.00 0.250 0.016
70.19 0.250 0.016
63.64 0.250 0.016
76.83 0.250 0.016
70.00 0.250 0.016
80.00 0.250 0.016
80.00 0.250 0.016
75.00 0.250 0.016
86.43 06 0.250 0.016
75.66 0.250 0.016
40.38 0.250 0.016
80.00 0.250 0.016
70.00 0.250 0.016
80.00 0.250 0.016
84.92 13 0.250 0.016
79.99 0.250 0.016
68.63 0.250 0.016
80.00 0.250 0.016
72.73 0.250 0.016
27.45 0.250 0.016
88.82 11 0.250 0.016
48.00 0.250 0.016
</TABLE>
<PAGE>
NASCOR
NMI / 1997-4 Exhibit F-2
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- --------------------- ----- ---- -------- -------- -------- ---------- -------- ---------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- --------------------- ----- ---- -------- -------- -------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4568146 SAN JUAN CAPISTRANO CA 92675 SFD 8.125 7.859 $2,088.27 360 1-Jan-27 $280,880.81
4568476 LAFAYETTE CA 94549 SFD 7.875 7.609 $2,900.28 360 1-Feb-27 $399,724.72
4568649 CORONADO CA 92118 SFD 8.250 7.984 $3,125.27 360 1-Feb-27 $415,734.73
4568660 SAN DIEGO CA 92121 PUD 7.750 7.484 $1,933.60 360 1-Jan-27 $269,517.78
4568668 FAIRFAX STATION VA 22039 SFD 7.875 7.609 $2,231.41 360 1-Jan-27 $307,325.01
4568680 HERNDON VA 22071 PUD 7.375 7.109 $2,192.90 360 1-Jan-27 $317,015.33
4568684 SAN DIEGO CA 92128 PUD 7.250 6.984 $1,657.35 360 1-Jan-27 $242,569.81
4568708 GAINESVILLE VA 20155 SFD 7.625 7.359 $1,859.73 360 1-Jan-27 $262,368.45
4568717 SAN DIEGO CA 92128 PUD 7.625 7.359 $1,756.04 360 1-Jan-27 $247,739.72
4568721 SAN DIEGO CA 92121 SFD 7.750 7.484 $1,670.68 360 1-Jan-27 $232,869.75
4568831 VILLA PARK CA 92861 SFD 8.250 7.984 $2,253.80 360 1-Feb-27 $296,808.70
4568836 SCOTTSDALE AZ 85254 PUD 8.250 7.984 $5,769.73 360 1-Feb-27 $767,510.27
4568860 HUNTLEY IL 60142 SFD 7.625 7.359 $1,579.80 360 1-Jan-27 $222,875.87
4568901 HUNTINGTON BEACH CA 92649 SFD 8.125 7.859 $1,848.82 360 1-Jan-27 $248,673.13
4569102 VIRGINIA BEACH VA 23451 SFD 8.000 7.734 $2,054.54 360 1-Feb-27 $279,812.13
4569133 SALT LAKE CITY UT 84109 PUD 8.000 7.734 $2,641.56 360 1-Feb-27 $359,758.44
4569144 SAN JOSE CA 95120 SFD 7.750 7.484 $2,435.81 360 1-Jan-27 $339,518.50
4569150 LUTZ FL 33549 SFD 7.750 7.484 $2,041.42 360 1-Jan-27 $284,546.47
4569155 VALENCIA CA 91354 PUD 7.250 6.984 $1,657.01 360 1-Dec-26 $242,054.09
4569164 CARSON CA 90745 SFD 8.125 7.859 $1,697.35 360 1-Jan-27 $228,299.92
4569165 IRVINE CA 92620 PUD 7.750 7.484 $2,122.73 360 1-Jan-27 $295,880.40
4569173 COLORADO SPRINGS CO 80919 PUD 7.750 7.484 $2,195.09 360 1-Jan-27 $305,966.10
4569182 MILPITAS CA 95035 SFD 7.875 7.609 $2,913.33 360 1-Jan-27 $401,245.16
4569183 VALENCIA CA 91354 PUD 7.625 7.359 $1,722.42 360 1-Jan-27 $242,996.62
4569196 SIMI VALLEY CA 93065 SFD 7.750 7.484 $2,378.49 360 1-Jan-27 $331,529.84
4569199 SANTA BARBARA CA 93103 SFD 7.875 7.609 $1,631.41 360 1-Dec-26 $224,532.40
4569202 SAN JOSE CA 95135 SFD 7.625 7.359 $2,010.14 360 1-Jan-27 $283,587.59
4569451 PALOS VERDES CA 90274 SFD 8.000 7.734 $2,905.71 360 1-Feb-27 $395,734.29
4569457 NEWPORT COAST AREA CA 92657 SFD 7.875 7.609 $2,537.74 360 1-Jan-27 $349,516.69
4569495 WOODBURY NY 11797 SFD 8.000 7.734 $2,311.36 360 1-Feb-27 $314,788.64
4569498 SAN FRANCISCO CA 94127 SFD 8.375 8.109 $2,515.84 360 1-Feb-27 $330,794.26
4569506 CAMARILLO CA 93012 SFD 8.375 8.109 $2,097.80 360 1-Jan-27 $275,655.70
4569512 SAN CLEMENTE CA 92672 SFD 8.250 7.984 $2,569.34 360 1-Feb-27 $341,781.91
4569711 LONGVIEW WA 98632 SFD 8.375 8.109 $1,748.17 360 1-Oct-26 $229,275.14
4570396 SAN JOSE CA 95132 SFD 8.125 7.859 $1,987.67 360 1-Feb-27 $267,524.88
$112,943,574.71
COUNT: 357
WAC: 8.020450428
WAM: 357.6427845
WALTV: 75.72324711
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
75.00 0.250 0.016
53.92 0.250 0.016
80.00 0.250 0.016
90.00 12 0.250 0.016
80.00 0.250 0.016
89.99 06 0.250 0.016
85.00 01 0.250 0.016
90.00 12 0.250 0.016
69.99 0.250 0.016
85.00 01 0.250 0.016
80.00 0.250 0.016
74.93 0.250 0.016
90.00 06 0.250 0.016
75.45 0.250 0.016
78.87 0.250 0.016
74.84 0.250 0.016
80.00 0.250 0.016
94.98 11 0.250 0.016
90.00 01 0.250 0.016
90.00 06 0.250 0.016
89.95 12 0.250 0.016
80.00 0.250 0.016
79.98 0.250 0.016
79.99 0.250 0.016
80.00 0.250 0.016
78.95 0.250 0.016
89.67 01 0.250 0.016
80.00 0.250 0.016
79.01 0.250 0.016
90.00 01 0.250 0.016
73.56 0.250 0.016
54.44 0.250 0.016
90.00 33 0.250 0.016
85.19 17 0.250 0.016
80.00 0.250 0.016
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1997-4 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- ------------------ ----- ----- -------- -------- -------- ---------- -------- ---------- ------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ------------------ ----- ----- -------- -------- -------- ---------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4546790 NORTH CALDWELL NJ 07006 SFD 8.500 8.234 $2,032.24 360 1-Oct-26 $263,488.01
4544389 UPLAND CA 91784 SFD 9.000 8.734 $1,801.95 360 1-Aug-26 $223,074.22
4554395 LEMONT IL 60439 SFD 8.375 8.109 $1,618.95 360 1-Nov-26 $212,464.88
4557233 VENTURA CA 93001 SFD 8.250 7.984 $2,428.39 240 1-Nov-16 $283,104.50
4557926 SANTA BARBARA CA 93105 SFD 8.250 7.984 $2,247.79 360 1-Nov-26 $298,428.94
4546307 CONIFER CO 80433 SFD 7.875 7.609 $2,037.45 360 1-Jan-27 $280,611.95
4553752 OMAHA NE 68130 SFD 7.750 7.484 $2,430.79 360 1-Dec-26 $338,576.92
4546603 SAN JOSE CA 95148 SFD 8.375 8.109 $1,672.16 360 1-Sep-26 $219,165.09
4568648 VIRGINIA BEACH VA 23455 SFD 7.750 7.484 $1,918.56 360 1-Jan-27 $267,420.74
4568662 OWENSBORO KY 42303 SFD 8.000 7.734 $2,004.28 360 1-Jan-27 $272,782.22
4568689 AKRON OH 44333 SFD 8.000 7.734 $2,494.80 360 1-Jan-27 $339,542.22
4568696 CINCINNATI OH 45233 SFD 7.875 7.609 $1,595.16 360 1-Jan-27 $219,595.53
4568703 GERMANTOWN MD 20876 SFD 7.375 7.109 $1,519.49 360 1-Jan-27 $219,664.15
4568714 OAKTON VA 22124 SFD 8.250 7.984 $2,466.79 360 1-Jan-27 $327,929.80
4568794 EVANSTON IL 60201 SFD 7.875 7.609 $2,537.75 360 1-Jan-27 $349,516.67
4569666 VALRICO FL 33594 SFD 8.000 7.734 $1,937.14 360 1-Jan-27 $263,644.54
4569674 TAMPA FL 33626 SFD 8.250 7.984 $2,270.76 240 1-Jan-17 $265,619.84
4551784 RICHARDSON TX 75081 SFD 8.750 8.484 $2,058.80 360 1-Nov-26 $261,091.10
4569558 CINCINNATI OH 45248 SFD 7.750 7.484 $1,576.11 360 1-Jan-27 $219,688.44
4569569 CINCINNATI OH 45241 SFD 7.750 7.484 $1,576.12 360 1-Jan-27 $219,688.43
4569574 SPRINGBORO OH 45066 SFD 8.125 7.859 $1,633.50 360 1-Jan-27 $219,711.19
4569581 ALPHARETTA GA 30202 SFD 7.625 7.359 $1,584.76 360 1-Jan-27 $223,574.85
4569587 ROANOKE VA 24014 SFD 7.875 7.609 $3,248.32 360 1-Feb-27 $447,691.68
4569618 POTOMAC MD 20854 SFD 7.750 7.484 $2,206.55 360 1-Jan-27 $307,343.63
4569629 RICHMOND VA 23221 SFD 7.625 7.359 $1,741.18 360 1-Jan-27 $245,642.76
4569655 COLONIAL HEIGHTS VA 23834 SFD 7.750 7.484 $1,558.20 360 1-Jan-27 $217,191.99
4569677 INDIANAPOLIS IN 46236 SFD 7.750 7.484 $2,686.55 360 1-Jan-27 $374,468.94
4569696 WORTHINGTON OH 43085 SFD 7.625 7.359 $1,557.15 360 1-Jan-27 $219,680.52
4569702 INVERNESS IL 60010 SFD 8.000 7.734 $1,937.14 360 1-Jan-27 $263,644.54
4569713 CINCINNATI OH 45242 SFD 7.875 7.609 $2,562.40 360 1-Feb-27 $353,156.79
4567466 CHARLOTTE NC 28226 SFD 7.875 7.609 $2,201.68 360 1-Jan-27 $303,230.67
4567605 FRANKLIN TN 37067 SFD 7.625 7.359 $1,731.27 360 1-Dec-26 $244,065.49
4567623 LEXINGTON SC 29072 SFD 8.500 8.234 $2,652.76 360 1-Dec-26 $344,368.52
4567836 ST GEORGE ISLAND FL 32328 SFD 8.000 7.734 $1,971.63 360 1-Jan-27 $268,338.20
4568115 LEESBURG VA 22075 SFD 8.375 8.109 $2,280.22 360 1-Dec-26 $299,436.68
4568789 MARIETTA GA 30067 SFD 7.750 7.484 $1,898.49 360 1-Dec-26 $264,435.27
4568796 CINCINNATI OH 45246 SFD 8.250 7.984 $1,749.70 360 1-Jan-27 $232,601.96
4568961 ATLANTA GA 30327 SFD 7.750 7.484 $2,057.54 360 1-Jan-27 $286,793.27
4569235 TAMPA FL 33626 SFD 8.250 7.984 $2,052.04 353 1-Jun-26 $271,533.29
4569321 BETHANY BEACH DE 19930 SFD 7.750 7.484 $3,582.07 360 1-Jan-27 $499,291.92
4569720 CHAPEL HILL NC 27514 SFD 8.000 7.734 $2,898.37 360 1-Jan-27 $394,468.16
4570065 ATLANTA GA 30328 SFD 8.375 8.109 $1,824.17 360 1-Jan-27 $239,398.53
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
79.99 0.250 0.0160
79.98 0.250 0.0160
89.87 12 0.250 0.0160
65.52 0.250 0.0160
74.99 0.250 0.0160
72.05 0.250 0.0160
89.31 06 0.250 0.0160
79.14 0.250 0.0160
79.94 0.250 0.0160
90.00 06 0.250 0.0160
80.00 0.250 0.0160
67.69 0.250 0.0160
88.00 06 0.250 0.0160
78.18 0.250 0.0160
50.00 0.250 0.0160
94.98 06 0.250 0.0160
71.83 0.250 0.0160
94.99 33 0.250 0.0160
74.58 0.250 0.0160
80.00 0.250 0.0160
88.00 33 0.250 0.0160
79.99 0.250 0.0160
80.00 0.250 0.0160
68.44 0.250 0.0160
80.00 0.250 0.0160
75.00 0.250 0.0160
73.89 0.250 0.0160
59.46 0.250 0.0160
58.02 0.250 0.0160
66.68 0.250 0.0160
80.00 0.250 0.0160
94.99 13 0.250 0.0160
75.00 0.250 0.0160
79.99 0.250 0.0160
94.30 12 0.250 0.0160
72.21 0.250 0.0160
76.13 0.250 0.0160
80.00 0.250 0.0160
87.71 11 0.250 0.0160
79.37 0.250 0.0160
68.10 0.250 0.0160
80.00 0.250 0.0160
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
- ----- ------------------ ----- ----- -------- -------- -------- ---------- -------- ---------- ------------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- -------- ------------------ ----- ----- -------- -------- -------- ---------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4570073 TALLAHASSEE FL 32303 PUD 8.625 8.359 $1,764.80 360 1-Dec-26 $226,495.23
$12,091,662.27
<CAPTION>
(x) (xi) (xii) (xiii) (xiv) (xv)
- ------ --------- ---------- -------- ----------- -----------
MORTGAGE T.O.P. MASTER
INSURANCE SERVICE MORTGAGE SERVICE
LTV SUBSIDY CODE FEE LOAN FEE
- ------ --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
84.98 06 0.250 0.0160
</TABLE>
COUNT: 43
WAC: 8.016165809
WAM: 351.9167291
WALTV: 77.82495595
<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 1997-4
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 1997-4, the documents
referred to below (the "Documents"). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling
and Servicing Agreement dated as of March 27, 1997 (the "Pooling and Servicing
Agreement") among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated --------, 199--, in the original principal sum of
$-------, made by ------, payable to, or endorsed to the order of, the
Trustee.
( ) Mortgage recorded on ------ as instrument no. --------- in the County
Recorder's Office of the County of -----------, State of ------ in
book/reel/docket -------------------- of official records at page/image
------------.
( ) Deed of Trust recorded on -------------------- as instrument no.
----------------- in the County Recorder's Office of the County of
-------------------, State of ----------------- in book/reel/docket
-------------------- of official records at page/image ------------.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
------------------------------ as instrument no. -------------- in the
County Recorder's Office of the County of ----------------------, State of
--------------------- in book/reel/docket -------------------- of official
records at page/image ------------.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when
the need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided in the
Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:---------------------------
Title:------------------------
Date:----------------, 19--
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ---------] [United States], on behalf of
which he makes
this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1997-4, Class [A-R] [A-LR] Certificate (the
"Class [A-R] [A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan or
other retirement arrangement subject to the fiduciary provisions of the Employee
Retirement Income Security Act of 1974, as amended, ("ERISA") or Code Section
4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to
any federal, state or local law which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person
acting on behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [A-R] [A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [A-R] [A-LR] Certificate in excess of cash flows
generated by the Class [A-R] [A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R] [A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non-U.S. Person or (ii) is a
Non-U.S. Person that holds the Class [A-R] [A-LR] Certificate in connection with
the conduct of a trade or business within the United States and has furnished
the transferor and the Trustee with an effective Internal Revenue Service Form
4224 or successor form at the time and in the manner required by the Code or
(iii) is a Non-U.S. Person that has delivered to both the transferor and the
Trustee an opinion of a nationally recognized tax counsel to the effect that the
transfer of the Class [A-R] [A-LR] Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class [A-R] [A-LR] Certificate will not be disregarded for
federal income tax purposes. "Non-U.S. Person" means an individual, corporation,
partnership or other person other than a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, an
estate that is subject to U.S. federal income tax regardless of the source of
its income or a trust if (i) for taxable years beginning after December 31, 1996
(or for taxable years ending after August 20, 1996, if the trustee has made an
applicable election), a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more
United States fiduciaries have the authority to control all substantial
decisions of such trust or (ii) for all other taxable years, such trust is
subject to U.S. federal income tax regardless of the source of its income.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R] [A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the
[Upper-Tier][Lower-Tier] REMIC pursuant to Section 3.01 of the Pooling and
Servicing Agreement, and if such designation is not permitted by the Code and
applicable law, to act as tax matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this --- day of ---------, 19 --.
[NAME OF PURCHASER]
By:--------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this -- day of --------- , 19--.
- -----------------------------
NOTARY PUBLIC
COUNTY OF--------------------
STATE OF---------------------
My commission expires the -- day of ----------, 19--.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R] [A-LR] Certificate]
[Date]
First Union National Bank of North Carolina
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1997-4, Class [A-R][A-LR]
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and
has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-4
CLASS [A-WIO] [M] [B-1] [B-2] [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 1997-4, Class
[A-WIO] [M] [B-1] [B-2] [B-3] [B-4] [B-5] (the "Class [A-WIO] [M] [B-1] [B-2]
[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 March 27, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), and First Union National Bank of North Carolina, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-4.
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 [A-WIO] [M] [B-1] [B-2]
[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 [A-WIO] [M] [B-1] [B-2] [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
[A-WIO] [M] [B-1] [B-2] [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 [A-WIO] [M] [B-1] [B-2]
[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 relating to the Class [A-WIO] [M]
[B-1] [B-2] [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 [A-WIO] [M] [B-1] [B-2]
[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 [A-WIO] [M] [B-1] [B-2] [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 [A-WIO] [M] [B-1] [B-2] [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 [A-WIO] [M] [B-1]
[B-2] [B-3] [B-4] [B-5] Certificates other than in connection with a
subsequent sale of Class [A-WIO] [M] [B-1] [B-2] [B-3] [B-4] [B-5]
Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement 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 a governmental plan, as defined in Section 3(32) of ERISA
subject to any federal, state or local law ("Similar Law") which is, to a
material extent, similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan"), an agent acting on behalf of a Plan, or a person
utilizing the assets of a Plan or (ii) [for Class [B-3] [B-4] [B-5]
Certificates only] if the Purchaser is an insurance company, the source of
funds used to purchase the Class [B-3] [B-4] [B-5] Certificates 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 cause
the assets of the Trust Estate to be regarded as "plan assets" and subject
to the prohibited transaction provisions of ERISA, the Code or Similar Law,
and will not subject the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes
imposed pursuant to ERISA, Section 4975 of the Code or Similar Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the Purchaser
has reviewed the "Supervisory Policy Statement on Securities Activities"
dated January 28, 1992 of the Federal Financial Institutions Examination
Council and the April 15, 1994 Interim Revision thereto as adopted by the
OCC, FRB, FDIC, OTS and NCUA (with modifications as applicable), as
appropriate, other applicable investment authority, rules, supervisory
policies and guidelines of these agencies and, to the extent appropriate,
state banking authorities and has concluded that its purchase of the Class
[A-WIO] [M] [B-1] [B-2] [B-3] [B-4] [B-5] Certificates is in compliance
therewith.
Section 3. Transfer of Class [A-WIO] [M] [B-1] [B-2] [B-3] [B-4] [B-5]
-----------------------------------------------------------
Certificates.
- -------------
(a) The Purchaser understands that the Class [A-WIO] [M] [B-1] [B-2]
[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 [A-WIO] [M] [B-1] [B-2] [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 [A-WIO] [M] [B-1] [B-2] [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 [A-WIO] [M] [B-1] [B-2] [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 [A-WIO] [M] [B-1] [B-2]
[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 1997-4
CLASS [A-12] 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 1997-4, Class
[A-12] (the "Class [A-12] Certificates") in the principal amount of
$-----------. In doing so, the Purchaser hereby acknowledges and agrees as
follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of March 27, 1997 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), and First Union National Bank of North Carolina, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-4.
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 or other
retirement arrangement 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 a
governmental plan, as defined in Section 3(32) of ERISA subject to any federal,
state or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an agent
acting on behalf of a Plan, or a person utilizing the assets of a Plan or (ii)
if the Purchaser is an insurance company, the source of funds used to purchase
the Class [A-12] 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 cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law, and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to the
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: -------------------------------
Its: ------------------------------
<PAGE>
EXHIBIT L
Norwest Mortgage, Inc. Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
First Bank National Association Servicing Agreement
HomeSide Lending Servicing Agreement
National City Mortgage Company Servicing Agreement
Suntrust Mortgage Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
-----------------------------------------------
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement")
is made and entered into as of ----------------, between Norwest Bank Minnesota,
National Association (the "Company" and "Norwest Bank") and ----------- (the
"Purchaser").
PRELIMINARY STATEMENT
--------------- is the holder of the entire interest in Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1997-4, Class
- ---- (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of March 27, 1997 among Norwest
Asset Securities Corporation, as Seller ("NASCOR"), Norwest Bank Minnesota,
National Association, as Master Servicer, and First Union National Bank of North
Carolina, as Trustee.
--------------- intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the depository institution or trust
company is one that is acceptable to either Moody's or S&P and, for each of the
preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under
local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay
the Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.02(e)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
-------------------
(a) In connection with the performance of its duties under the Pooling
and Servicing Agreement relating to the realization upon defaulted Mortgage
Loans, the Company as Master Servicer shall provide to the Purchaser the
following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to provide the Purchaser with a notice
(sent by telecopier) of such proposed and imminent foreclosure, stating the
loan number and the aggregate amount owing under the Mortgage Loan. Such
notice may be provided to the Purchaser in the form of a copy of a referral
letter from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause, to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to make its servicing
personnel available (during their normal business hours) to respond to
reasonable inquiries, by phone or in writing by facsimile, electronic, or
overnight mail transmission, by the Purchaser in connection with any Mortgage
Loan identified in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i)
(D), or (a) (ii) which has been given to the Purchaser; provided, that (1) the
related Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential and (2) the
related Servicer shall respond within five Business Days orally or in writing by
facsimile transmission.
(c) In addition to the foregoing, the Company shall cause, to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to provide to the Purchaser
such information as the Purchaser may reasonably request provided, however, that
such information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
-----------------------------------------------------
(a) The Purchaser shall be deemed to direct the Company to cause, to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In such latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a
notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser
may elect to instruct the Company to cause, to the extent that the Company as
Master Servicer is granted such authority in the related Servicing Agreement,
the related Servicer to delay the Commencement of Foreclosure until such time as
the Purchaser determines that the related Servicer may proceed with the
Commencement of Foreclosure. Such election must be evidenced by written notice
received within 24 hours (exclusive of any intervening non-Business Days) of
transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall (i) be provided
only to the extent it is not confidential in nature and (ii) is obtainable by
the related Servicer from existing reports, certificates or statements or
otherwise be readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Purchaser shall obtain a Current
Appraisal as soon as practicable, but in no event more than 15 business days
thereafter, and shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the Company may withdraw from the
Collateral Fund from time to time amounts necessary to reimburse the related
Servicer for all related Monthly Advances and Liquidation Expenses thereafter
made by such Servicer in accordance with the Pooling and Servicing Agreement and
the related Servicing Agreement. To the extent that the amount of any such
Liquidation Expenses is determined by the Company based on estimated costs, and
the actual costs are subsequently determined to be higher, the Company may
withdraw the additional amount from the Collateral Fund. In the event that the
Mortgage Loan is brought current by the mortgagor and the foreclosure action is
discontinued, the amounts so withdrawn from the Collateral Fund shall be
redeposited therein and to the extent that reimbursement therefor from amounts
paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement as of the date hereof, applicable
law or the related mortgage note. Except as provided in the preceding sentence,
amounts withdrawn from the Collateral Fund to cover Monthly Advances and
Liquidation Expenses shall not be redeposited therein or otherwise reimbursed to
the Purchaser. If and when any such Mortgage Loan is brought current by the
mortgagor, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Delay Foreclosure, the related Servicer shall continue to
service the Mortgage Loan in accordance with its customary procedures (other
than the delay in Commencement of Foreclosure as provided herein). If and when
the Purchaser shall notify the Company that it believes that it is appropriate
to do so, the related Servicer may proceed with the Commencement of Foreclosure.
In any event, if the Mortgage Loan is not brought current by the mortgagor by
the time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (I) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer if immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account or Lower-Tier Certificate Account as applicable; or (ii) the
related Servicer may proceed with the Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Delay Foreclosure and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
--------------------------------------------------------
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser and
to the extent that reimbursement therefor from amounts paid by the mortgagor is
not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement as of the date hereof, applicable law or the related
mortgage note. The terms of this Agreement will no longer apply to the servicing
of any Mortgage Loan upon the failure of the Purchaser to deposit the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Foreclose subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has
made an Election to Foreclose, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage
Loan as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
-----------
(a) With respect to all Mortgage Loans included in the Trust Estate,
the Purchaser's right to make any Election to Delay Foreclosure or any Election
to Foreclose and the Company's obligations under Section 2.01 shall terminate
(i) at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
---------------
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1997-4. 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,
Attention:
--------------
Section 4.05. Severability of Provisions.
---------------------------
If any one or more of the covenants, agreements, provision or terms of
this Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
-----------------------
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders;
provided, however, that the rights under this Agreement cannot be assigned by
the Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
-----------------------------
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
----------------
The Purchaser agrees that all information supplied by or on behalf of
the Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
----------------
The Purchaser agrees to indemnify and hold harmless the Company,
NASCOR, and each Servicer and each person who controls the Company, NASCOR, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, NASCOR's, or a Servicer's direction (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities to which
they may be subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of, or are based upon, actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in accordance with the provisions of this Agreement and (i) which actions
conflict with the Company's, NASCOR's, or a Servicer's obligations under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities law liability under federal or state securities laws with
respect to the Certificates. The Purchaser hereby agrees to reimburse the
Indemnified Parties for the reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:-----------------------------
Name:---------------------------
Title:--------------------------
--------------------------------
By:-----------------------------
Name:---------------------------
Title:--------------------------
<PAGE>
EXHIBIT N
[FORM OF CLASS A-8 POLICY]
We consent to the incorporation by reference in the Prospectus Supplement dated
March 19, 1997 (to Prospectus dated March 19, 1997) of Norwest Asset Securities
Corporation relating to Mortgage Pass-Through Certificates, Series 19974 of our
report dated January 17, 1996, on our audits of the consolidated financial
statements of Financial Security Assurance Inc. and Subsidiaries as of December
31, 1995 and 1994, and for each of the three years in the period ended December
31, 1995. We also consent to the reference to our Firm under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
New York, New York
March 19, 1997
